Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be interpreted, construed and exclusively governed by and construed in accordance with the Laws laws of the State of New York York, without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out rules of or such state. (b) Any Action relating to this Agreement Agreement, or the transactions contemplated hereby, shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub brought exclusively in the Company, U.S. District Court for the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 Southern District of New York out or, if for any reason the U.S. District Court for the Southern District of or relating to this Agreement shall be heard and determined exclusively in New York lacks subject matter jurisdiction, any New York federal State court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveCity, and agree not each Party irrevocably (i) agrees and consents to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not be subject personally to the jurisdiction of the above-named courtsU.S. District Court for the Southern District of New York or, if for any reason the U.S. District Court for the Southern District of New York lacks subject matter jurisdiction, any New York State court sitting in New York City and (ii) waives any objection which it may have at any time to the laying of venue of such Action brought in any such court, waives any claim that its property is exempt or immune from attachment or execution, that the such Action is has been brought in an inconvenient forumforum and further waives the right to object, with respect to such Action, that the venue such court does not have any jurisdiction over such Party. Each of the Action Purchaser Parent and Purchaser hereby irrevocably designates, appoints and empowers GSK plc, with offices located at 000 Xxxxx Xxxx Xxxx, Xxxxxxxxx Xxxxxxxxx XX0 0XX, Xxxxxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf service of any legal process, summons notices and documents which may be served in any such Action. If for any reason GSK plc is improperunable or unwilling to continue to act as such designee, or that this Agreement or the transactions contemplated by this Agreement may not be enforced appointee and agent, each of Purchaser Parent and Purchaser agrees to immediately appoint a successor designee, appointee and agent in or by any of the above-named courtsNew York City acceptable to Seller Parent. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION IN THE MANNER PROVIDED IN SECTION 10.1, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED. (c) THE PARTIES AGREE THAT THEY HEREBY IRREVOCABLY WAIVE AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Governing Law; Jurisdiction. This Agreement shall 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 and each Guarantor 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company and each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is 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 venue 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 Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not courts of another forum in which jurisdiction can be enforced in or by any of the above-named courtsestablished.

Governing Law; Jurisdiction. This Agreement (a) Section 11.09 of the Base Indenture shall be interpretednot apply to the Notes. (b) THE INDENTURE AND EACH NOTE, construed AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE 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 governed by agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in accordance connection with the Laws Indenture or the Notes may be brought in the courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court (except for proceedings instituted in regard to the conflicts enforcement of law principles thereofa judgment of any such court, as to which such jurisdiction is non-exclusive) in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Notwithstanding The Company irrevocably and unconditionally waives, to the foregoingfullest extent permitted by law, any objection which it may now or hereafter have to the following matters laying of venue of any of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this Agreement shall be construed, performed and enforced Indenture brought in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against the Company or the Reference Entity with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Guarantee or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Reference Entity irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture, the laws Guarantee or the Notes brought in the courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, governed and construed and governed by and in accordance with the Laws of the State of New York without regard giving effect to the principles of conflicts of law principles thereof. Notwithstanding thereof or of any other jurisdiction that would result in the foregoing, the following matters arising out application of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or any other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. jurisdiction. (b) All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any the United States District Court for the Southern District of New York federal court sitting located in the 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 (or, if the United States District Court for the Southern District of New York located in the Borough of Manhattan of The City of New York. Consistent with , New York declines to accept jurisdiction over any Action, in the preceding sentenceNew York State Court located in the City of New York, Borough of Manhattan, New York) and the parties hereto Parties and Abbott hereby (a) irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any federal or state court sitting such Action. The consents to jurisdiction and venue set forth in the Borough this Section 11.06(b) shall not constitute general consents to service of Manhattan of The City of New York for the purpose of any Action arising under the laws of process in the State of New York 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 and Abbott. Each Party and Abbott agrees that service of process upon such Person, as applicable, in any Action arising out of or relating to this Agreement brought shall be effective if notice is given by any party hereto overnight courier at the address set forth in Section 11.09. The Parties and (b) irrevocably waive, and Abbott agree not to assert by way of motion, defense, or otherwise, that a final judgment in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not 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 of the aboveParty’s or Xxxxxx’x rights to seek any post-named courtsjudgment relief regarding, or any appeal from, a trial court judgment.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding The Underwriter and the foregoingCompany: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may 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 the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding; and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. The 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 process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Underwriter mailed by certified mail to the jurisdiction Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsUnderwriter, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON 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 shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue . Each of the Action is improperparties 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 that otherwise) in any proceedings against it arising out of or based on this Agreement Indenture or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtshereby.

Governing Law; Jurisdiction. (a) This Agreement and all claims arising in whole or in part out of, related to, based upon, or in connection herewith or the subject matter hereof, including, without limitation, the Commitment Letter, the Financing and the transactions contemplated thereby and any claims arising in whole or in part out of, related to, based upon, or connection with the Commitment Letter, the Financing or the transactions contemplated thereby, shall be interpreted, governed and construed and governed by and in accordance with the Laws of the State of New York without regard giving effect to the principles of conflicts of law principles thereof. Notwithstanding thereof or of any other jurisdiction that would result in the foregoingapplication of the Laws of any other jurisdiction. (b) All Actions arising out of or relating to this Agreement, including any Action against any Financing Source arising out of this Agreement, the following matters Commitment Letter, the Financing or the transactions contemplated thereby, shall be heard and determined in the United States District Court for the Southern District of New York located in the City of New York, New York (or, if the United States District Court for the Southern District of New York located in the City of New York, New York declines to accept jurisdiction over any Action, in the New York State Court located in the City of New York, Borough of Manhattan, New York) and the Parties and Abbott hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 12.06(b) shall not constitute general consents to service of process in the State of New York 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 and Abbott. Each Party and Abbott agrees that service of process upon such Person, as applicable, in any Action arising out of or relating to this Agreement shall be construed, performed effective if notice is given by overnight courier at the address set forth in Section 12.09. The Parties and Abbott agree that a final judgment in any such Action shall be conclusive and may be enforced in accordance with other jurisdictions by suit on the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary judgment or other duties of the Company Board and 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 heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New Yorkother manner provided by applicable Law; 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 nothing in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit foregoing shall restrict any Party’s or Xxxxxx’x rights to the exclusive jurisdiction of seek any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defensepost-judgment relief regarding, or otherwiseany appeal from, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsa trial court judgment.

Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws law of the State of New York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of stock options and actions of the Board or Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 15.10, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party, relating in any manner whatsoever to Employee’s employment by the Company or WTAM, as the case may be, or to the termination thereof, including without limitation all disputes arising this Agreement (a “Proceeding”), shall be (a) the United States District Court for the Southern District of New York, if such court has statutory jurisdiction over the Proceeding and (b) the Supreme Court of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 County of New York out (collectively, the “New York Courts”). Each of or relating the parties hereby expressly (i) consents to this Agreement shall be heard and determined exclusively the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any New York federal court sitting Proceeding may be effected upon such party in the 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 manner set forth in Section 15.1 (as well as in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought other manner prescribed by any party hereto law); and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by parties’ agreement to arbitrate disputes as set forth in Section 15.10. As used in this Agreement may not be enforced in or by any Section 15.11, the “Company” shall refer to the Company and to WTAM and all successors and assigns of the above-named courtseither of them.

Governing Law; Jurisdiction. This Agreement shall of the Base Indenture shall, with respect to the Notes, be interpretedsuperseded in its entirety by this Section 17.03, construed and governed by any reference in the Base Indenture to such Section 11.08 shall, with respect to the Notes, be deemed to refer instead to this Section 17.03. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL 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 Issuer 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in accordance connection with this Supplemental Indenture or the Laws Notes or the Note Guarantees may be brought in the courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL 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 Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Supplemental Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be interpreted, construed and governed by and construed under and in accordance with the Laws internal laws of the State of New York without regard 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 conflicts exclusive jurisdiction of law principles thereofthe foregoing courts with respect to such disputes. Notwithstanding The parties hereto acknowledge and agree that this Agreement was executed and delivered in the foregoingState of New York, that IAC is headquartered in New York City and that, in the following matters 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 relating related to this Agreement shall be construedAgreement, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and that 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 do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be heard governed by and determined exclusively 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 reason, maintainable in an appropriate federal court located in the State of New York federal court sitting in the 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 York County or an appropriate New York state court sitting 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 Borough State of Manhattan of The City of Delaware in New York. Consistent with the preceding sentenceCastle County, the parties and, in such case, each party hereto hereby (a) submit submits itself and its property to the exclusive jurisdiction of any federal or state court sitting in the Borough foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of Manhattan of The City of New York for the purpose process may be made by mailing a copy of any Action arising under relevant document to the laws address of the State party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of New York inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or relating related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement brought by any party hereto and (biv) irrevocably waive, and agree not agrees that a judgment or order of any court referred to assert by way above in connection with any dispute between the parties hereto arising out of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally related to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement is conclusive and binding on it and may not be enforced against it in or by the courts of any of the above-named courtsother jurisdiction.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement letter agreement and the schedules hereto shall be interpreted, governed and construed and governed by and in accordance with the Laws laws of the State of New York York, without regard to the any applicable conflicts of law principles thereofthat would cause the application of the laws of any other jurisdiction. Notwithstanding the foregoing, the following matters All actions arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 letter agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The the City of New York; , provided, however, that if such federal court does not have jurisdiction over such Actionaction, such Action action shall be heard and determined exclusively in any the New York state court sitting State Supreme Court Commercial Division in the Borough of Manhattan of The City of and for New York County, New York. Consistent with the preceding sentence, Each of the parties hereto hereby (a) submit irrevocably submits for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of any federal or state court sitting in of the Borough of Manhattan of The City of New York above-named courts for the purpose of any Action action arising under the laws of the State of New York out of or relating to this Agreement letter agreement brought by any party hereto and (b) irrevocably waivewaives, and agree agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such Actionaction 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 personally to the jurisdiction of the above-named courtsaforesaid 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 executionotherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action action in such court is brought in an inconvenient forum, that (B) the venue of the Action such action is improperimproper or (C) this letter agreement, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by any such courts. Each of the above-named courtsparties 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 shall 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 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 proceeding against any of them with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 heard and determined exclusively in any New York federal court sitting United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 City, New York and, until amounts due and to become due in respect of the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceNotes have been paid, the parties hereto hereby (a) irrevocably consent and submit to the non exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any federal action, suit or state court sitting proceeding for itself and in the Borough respect of Manhattan of its properties, assets and revenues. The City of New York for the purpose Issuer hereby irrevocably and unconditionally designates and appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, all process which may be served in any such Actionsuit, action or proceeding in any claim such court and agrees that it is not subject personally service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the jurisdiction Issuer, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 14.08 shall affect the right of the above-named courts, that its property is exempt holders to serve process in any manner permitted by law or immune from attachment or execution, that limit the Action is brought in an inconvenient forum, that the venue right of the Action is improper, or that this Agreement holders to bring proceedings against a Guarantor or the transactions contemplated by this Agreement 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 not be enforced necessary to continue such designation and appointment set forth in or by 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 the above-named courtsAmerica.

Governing Law; Jurisdiction. This Agreement shall 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 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 proceeding against any of them with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 heard and determined exclusively in any New York federal court sitting United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 City, New York and, until amounts due and to become due in respect of the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceNotes have been paid, the parties hereto hereby (a) irrevocably consent and submit to the non exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any federal action, suit or state court sitting proceeding for itself and in the Borough respect of Manhattan of its properties, assets and revenues. The City of New York for the purpose Issuer hereby irrevocably and unconditionally designates and appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, all process which may be served in any such Actionsuit, action or proceeding in any claim such court and agrees that it is not subject personally service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the jurisdiction Issuer, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 14.08 shall affect the right of the above-named courts, that its property is exempt holders to serve process in any manner permitted by law or immune from attachment or execution, that limit the Action is brought in an inconvenient forum, that the venue right of the Action is improper, or that this Agreement holders to bring proceedings against a Guarantor or the transactions contemplated by this Agreement 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 not be enforced necessary to continue such designation and appointment set forth in or by 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 the above-named courtsAmerica.

Governing Law; Jurisdiction. This Agreement shall be interpreteddeemed to have been executed and delivered in New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, construed and governed by interpretation, construction, effect, and in accordance with all other respects by the Laws laws of the State of New York York, without regard to the conflicts of law principles thereoflaws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Notwithstanding The Exclusive Managing Agent and the foregoingCompany: (a) agree that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waive any objection which it may 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 the preceding sentence, the parties hereto hereby (a) submit or hereafter to the exclusive venue of any such suit, action or proceeding, and (c) irrevocably consent to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out County, or in the United States District Court for the Southern District of New York in any such suit, action or relating proceeding. The Exclusive Managing Agent and the Company further agree to this Agreement brought by accept and acknowledge service of any party hereto and (b) irrevocably waiveall 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 agree not that service of process upon the Company mailed by certified mail to assert the Company’s address or delivered by way Federal Express via overnight delivery shall be deemed in every respect effective service of motion, defense, or otherwiseprocess upon the Company, in any such Actionsuit, action or proceeding, mailed by certified mail to each such Exclusive 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, in any claim that it is not subject personally to the jurisdiction of the above-named courtssuch suit, that its property is exempt action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON 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 shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Notes brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS INDENTURE, construed 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 governed by and in accordance with the Laws delivery of this Indenture, each of the State of New York without regard to Company and the conflicts of law principles thereof. Notwithstanding the foregoingGuarantor (i) irrevocably designates and appoints, the following matters and 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 any suit, action or proceeding arising out of or relating to the Bonds, the Guarantee or this Agreement shall Indenture that may be construedinstituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, performed and enforced subject to Section 6.05, any Holder in accordance with the Laws any United States federal or New York state court in The City of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit New York, (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 courts Company and written notice of said service to the Cayman Islands: 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 MergerCompany in any such suit, the vesting of the rights, property, choses in action or proceeding. The Company further agrees to take any and all action, businessincluding the execution and filing of any and all such documents and instruments, undertaking, goodwill, benefits, immunities as may be necessary to continue such designation and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties appointment of the Company Board in full force and effect so long as any of the board Bonds shall be outstanding or any amounts shall be payable in respect of directors of Merger Sub and the internal corporate affairs any Bonds. Each of the Company and Merger Sub. All Actions arising under the laws Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the State venue of New York out of any such action, suit or relating to this Agreement shall be heard and determined exclusively proceeding in any New York federal such court sitting in or any appellate court with respect thereto and irrevocably waives, to the Borough fullest extent permitted by law, the defense of Manhattan an inconvenient forum to the maintenance of The City of New York; providedany such action, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively suit or proceeding in any New York state court sitting in such court. To the Borough of Manhattan of The City of New York. Consistent with extent that the preceding sentence, Company or the parties hereto hereby (a) submit to the exclusive Guarantor has or hereafter may acquire any immunity from jurisdiction of any federal court or state court sitting from any legal process (whether through service of notice, attachment prior to judgment, attachment in the Borough aid of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveexecution, and agree not to assert by way of motion, defense, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in any such Actionrespect of its obligations under this Indenture, any claim that it is not subject personally the Bonds and the Guarantee, to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated extent permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding Each of the foregoingUnderwriters and the Company: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may 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 the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the 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 process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Underwriters mailed by certified mail to the jurisdiction Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsUnderwriters, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON 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 shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Guarantors, if any, irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement and all disputes, controversies or claims relating to, arising out of or under, or in connection with this Agreement and the transactions contemplated hereby, including the negotiation, execution and performance hereunder, shall be interpretedgoverned by, and construed and governed by and in accordance with, the internal substantive laws of the State of New York, excluding, to the greatest extent a New York court would permit, the application of the laws of any other jurisdiction. Each of the Parties irrevocably and unconditionally submits to the sole and exclusive personal jurisdiction of (i) the courts of the State of New York, and (ii) the United States District Court for the Southern District of New York (together with appropriate appellate courts therefrom, the Laws “New York Courts”), for the purposes of any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of the Parties hereto further agrees 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 without regard 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 10.04 and agrees that such service shall be effective service of process for any action, suit or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.12. 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 conflicts laying of law principles thereof. Notwithstanding the foregoingvenue of any action, the following matters suit or proceeding arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by hereby in the 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. (b) Each of the Parties hereto hereby agrees that a final judgment in any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above-named courtsApplicable Law. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO (I) 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 THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12(c).

Governing Law; Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be interpreted, construed and governed by and in accordance with the Laws internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York without regard to or any other jurisdictions) that would cause the conflicts application of law principles thereofthe laws of any jurisdictions other than the State of New York. Notwithstanding the foregoing, the following matters The parties hereby agree that all actions or proceedings arising out of directly or relating to indirectly from or in connection with this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub litigated only in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out or the United States District Court for the Southern District of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting located in the 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 County, New York. Consistent with the preceding sentence, the The parties hereto hereby (a) submit consent to the exclusive jurisdiction and venue of the foregoing courts and consent that any federal process or state court sitting in the Borough notice of Manhattan motion or other application to any of The City of New York for the purpose of any Action arising under the laws of said courts or a judge thereof may be served inside or outside the State of New York out or the Southern District of or relating New York by registered mail, return receipt requested, directed to the party being served at its address set forth on the signature ages to this Agreement brought (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any party hereto and (b) irrevocably waiveobjection which it may now or hereafter have to the laying of the venue of any such suit, and agree not to assert by way of motion, defenseaction, or otherwise, proceeding brought in any such Action, a court and any claim that it is not subject personally to the jurisdiction of the above-named courtssuit, that its property is exempt action, or immune from attachment or execution, that the Action is proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, that the venue of the Action is improperAND AGREES NOT TO REQUEST, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS INDENTURE AND EACH NOTE, construed 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 governed by and in accordance with agrees, for the Laws benefit of the Holders from time to time of the Notes and the Trustees, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in any United States federal or State of New York without regard court located in the Borough of Manhattan, New York City, New York and, until amounts due and to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court with respect to any such legal action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the courts fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the Cayman Islands: the Mergeraforesaid actions, the vesting suits or proceedings arising out of the rights, property, choses or in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub connection with this Indenture brought in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary any United States federal or other duties of the Company Board and 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 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 relating 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 Agreement shall be heard Indenture and determined exclusively the Notes and for actions brought under the U.S. federal or state securities laws brought in any New York U.S. federal or state court sitting located in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction Service of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, process on Registered Agent Solutions Inc. in any such Action, any claim that it is not subject personally action (and written notice of such service to the jurisdiction Company) shall be effective service of process against the above-named courtsCompany for any suit, that its property is exempt action or immune from attachment or execution, that the Action is proceeding brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtssuch court.

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof. Notwithstanding thereof that would subject such matter to the foregoingLaws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be construedexclusively interpreted, performed construed and enforced governed by and in accordance with the Laws of the Cayman Islands Islands, in respect of which the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Merger, ; (ii) the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts property and liabilities of each of the Company and Merger Sub in the Surviving Company, ; (iii) the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, Shares (including Shares represented by ADSs); (iv) the fiduciary or other duties of the Company Board and the board of directors of each of Parent and Merger Sub Sub; (v) the general rights of the respective shareholders of the Company, Parent and Merger Sub, including the rights provided for in Section 238 of the Companies Act with respect to any Dissenting Shares; and (vi) the internal corporate affairs of the Company Company, Parent and Merger Sub. All Actions arising under . (b) Subject to the laws exception for matters to be governed by the Laws of the State Cayman Islands and subject to the jurisdiction of New York the courts of the Cayman Islands as set forth in Section 10.08(a), any Legal Proceeding arising out of or in any way relating to this Agreement shall be heard submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and determined exclusively resolved in any New York federal court sitting accordance with the HKIAC Administered Arbitration Rules in force at the Borough relevant time and as may be amended by this Section 10.08 (the “HKIAC Rules”). The place of Manhattan arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The City claimant(s), irrespective of New Yorknumber, shall nominate jointly one Arbitrator; providedthe respondent(s), howeverirrespective of number, that if such federal court does not have jurisdiction over such Actionshall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Action Arbitrator shall be heard appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and determined exclusively in binding upon the disputing parties. Any party to an award may apply to any New York state court sitting in of competent jurisdiction for enforcement of such award and, for purposes of the Borough enforcement of Manhattan of The City of New York. Consistent with the preceding sentencesuch award, the parties hereto hereby (a) Parties irrevocably and unconditionally submit to the exclusive jurisdiction of any federal court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or state court sitting inconvenient forum. (c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.08, any Party may, to the Borough of Manhattan of The City of New York for the purpose of any Action arising extent permitted under the laws rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsYork.

Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of restricted stock and actions of the Board or the Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 5.10, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party may bring against any other party, or against any officer, director, employee, agent or permitted successor or assign of any party, relating in any manner whatsoever to Employee’s employment by the Company or WTAM, as the case may be, or to the termination thereof, including without limitation all disputes arising under this Agreement (a “Proceeding”), shall be heard and determined exclusively in any New York federal court sitting in (a) the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not have has statutory jurisdiction over such Action, such Action shall be heard the Proceeding and determined exclusively in any New York state court sitting in (b) the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York out in the County of or relating New York (collectively, the “New York Courts”). Each of the parties hereby expressly (i) consents to this Agreement brought the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any Proceeding may be effected upon such party in the manner set forth in Section 5.1, other than by electronic communication (as well as in any party hereto other manner prescribed by law); and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by parties’ agreement to arbitrate disputes as set forth in Section 5.10. As used in this Agreement may not be enforced in or by any Section 5.11, “Company” shall refer to the Company and to WTAM and all successors and assigns of the above-named courtseither of them.

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof. Notwithstanding thereof that would subject such matter to the foregoingLaws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be construedexclusively interpreted, performed construed and enforced governed by and in accordance with the Laws of the Cayman Islands Islands, in respect of which the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Merger, ; (ii) the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts property and liabilities of the Merger Sub Parent in the Surviving Company, ; (iii) the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, Shares (including Shares represented by ADSs); (iv) the fiduciary or other duties of the Company Board and the board sole director of directors Parent; (v) the general rights of Merger Sub the respective shareholders of the Company and Parent; and (vi) the internal corporate affairs of the Company and Merger SubParent. (b) Subject to the exception for matters to be governed by the Laws of the Cayman Islands and subject to the jurisdiction of the courts of the Cayman Islands as set forth in Section 10.08(a), any Legal Proceeding arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 10.08 (the “HKIAC Rules”). All Actions arising The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.08, any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement Guaranty shall be interpreted, construed and governed by and construed and enforced in accordance with the Laws laws of the State of New York York, United States of America without regard to the principles of conflicts of law principles thereof. Notwithstanding thereof which would require the foregoinggeneral application of the law of another jurisdiction as the governing law of this contract. (b) Any dispute, the following matters disagreement, or claim arising out of or relating to this Agreement shall Guaranty, or the execution or performance thereof, may be construed, performed brought before the judges and enforced in accordance with the Laws courts of the Cayman Islands State of New York located in respect the Borough of which Manhattan or the parties hereto hereby United States of America located in the Southern District of New York. (c) At the option of the Global Agent on behalf of the Subordinated DFI Lender, any dispute, disagreement, or claim arising out of or relating to this Guaranty, or the execution or performance thereof, may be brought before the judges of any other court having jurisdiction, or concurrently in more than one jurisdiction. (d) Without prejudice to the generality of Clause (b) above, and for the benefit of the Global Agent and the Subordinated DFI Lender, the Guarantor irrevocably submit submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 located in the Borough of Manhattan and of the United States of America located in the Southern District of New York in connection with any legal action, suit, or proceeding arising out of or relating to this Agreement shall Guaranty that may be heard brought by the Global Agent or the Subordinated DFI Lender. The Guarantor hereby designates, appoints, and determined exclusively empowers on the date hereof HIQ CORPORATE SERVICES, INC. (the “Process Agent”) located on this date at 00 X. 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx XX 00000-0000, as its authorized agent to receive for and on behalf of the Guarantor and its property service of copies of the summons and complaint and any other legal process which may be served in any New York federal court sitting such action, suit, or proceeding in the 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 State of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit Such service may be made by mailing or delivering a copy of such process to the exclusive jurisdiction Guarantor in care of the Process Agent at the Process Agent’s above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service the Guarantor also irrevocably consents to the service of any federal and all process in any such action, or state court sitting proceeding by the mailing of copies of such process to its address specified in Section 6 by registered airmail. The Guarantor agrees that a final judgment in any such actions or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Borough of Manhattan of judgment or in any other manner provided by law. (e) The City of New York for Guarantor hereby knowingly irrevocably waives, to the purpose of fullest extent permitted by applicable law, any Action and all rights to trial by jury in any legal proceeding directly or indirectly arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement Guaranty or the transactions contemplated by this Agreement may not be enforced in hereby, whether based on contract, tort, or by any of the above-named courtsother theory.

Governing Law; Jurisdiction. This (a) THIS AGREEMENT 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. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK. (b) [Except for the period prior to the Plan Effective Date, during which the Bankruptcy Court shall have exclusive jurisdiction, in]1 [In] relation to any legal action or proceeding arising out of or in connection with this Agreement shall be interpretedor any other Operative Document, construed each of Owner Participant, Trust Company, Owner Trustee and governed by and in accordance with Lessee (a) irrevocably submits to the Laws nonexclusive jurisdiction of each of the Supreme Court of the State of New York, New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board County and the board of directors of Merger Sub and United States District Court for 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 heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City Southern District of New York; provided, howeverand other courts with jurisdiction to hear appeals from such courts, 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveto the maximum extent permitted by applicable Law, waives, and agree agrees not to assert assert, by way of motion, as a defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt action or immune from attachment or executionproceeding, that the Action action or proceeding is brought in an inconvenient forum, that the venue of the Action action or proceeding is improper, improper or that this Agreement or any other Operative Document or the subject matter hereof or thereof or any of the transactions contemplated by this Agreement hereby or thereby may not be enforced in or by such courts. [Owner Participant irrevocably designates and appoints [name of process agent] as process agent to receive for it and on its behalf service of process in any proceedings arising hereunder or under any other Operative Document to which it is a party. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.]2 (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 1 Include for all deliveries occurring during the pendency of the above-named courtsLessee’s Chapter 11 Case. 2 Include only if there is a foreign Owner Participant. APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE SUBJECT MATTER OF ANY OF THE FOREGOING.

Governing Law; Jurisdiction. This Agreement shall be interpreted(a) THIS LEASE IS BEING DELIVERED IN THE STATE OF NEW YORK AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL, construed and governed by and in accordance with the Laws PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) The parties hereto each hereby irrevocably consents that any legal action or proceeding against it or any of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters its assets arising out of or relating to this Agreement shall Lease or any other Operative Document may be construedbrought in any jurisdiction where it or any of its assets may be found, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 located in the County of New York, New York, and in the Federal courts sitting in the Southern District of New York, as the party bringing such action or proceeding may elect, and by execution and delivery of this Lease each of the parties hereto 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 jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby. Nothing herein shall prevent any party from bringing any legal action or proceeding or obtaining execution of judgment in any other appropriate jurisdiction. The parties hereto further agree that a final judgment in any action or proceeding arising out of or relating to this Agreement Lease or any other Operative Document shall be heard conclusive and determined exclusively may be enforced in any New York federal court sitting in other jurisdiction within or outside the Borough United States by suit on the judgment, a certified or exemplified copy of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action which shall be heard conclusive evidence of the fact and determined exclusively the amount of the indebtedness or liability therein described, or in any New York state court sitting in the Borough other manner provided by Law. Each of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit irrevocably waives, to the exclusive jurisdiction fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any federal suit, action or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action proceeding arising under the laws of the State of New York out of or relating to this Agreement Lease or any other Operative Document brought by in any party hereto and (b) irrevocably waivecourt in or of New York, New York, and agree not to assert by way of motion, defense, or otherwise, in any such Action, hereby further irrevocably waives any claim that it is not subject personally to the jurisdiction of the above-named courtsany such suit, that its property is exempt action or immune from attachment or executionproceeding in New York, that the Action is New York has been brought in an inconvenient forum. (c) Each party hereto hereby irrevocably consents to the service by certified mail at its address set forth in Section 20.02 of any summons and complaint and any other process which may be served in any action or proceeding arising out of or relating to this Lease or any other Operative Document. Notwithstanding the foregoing, that nothing herein shall affect the venue rights of the Action is improper, or that this Agreement or the transactions contemplated either party to serve process in any other manner permitted by this Agreement may not be enforced in or by any of the above-named courtsLaw.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with In view of the Laws fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York without regard York; (iii) the Company was formed pursuant to the conflicts 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 principles thereof. Notwithstanding the foregoingshall be applicable, the following matters arising out of or relating to this parties agree that: This Agreement shall in all respects be construed, performed governed, applied and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 and be deemed to be an agreement entered into in the State of or relating New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Agreement shall in all respects be heard construed, governed, applied and determined exclusively enforced in any New York federal court sitting in the 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 accordance with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out 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, without giving effect to the principles of conflicts of law. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Agreement. The parties hereby waive personal service of any and all process and specifically consent that in any such 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 brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in that any such Actiondispute shall, at the option of any claim that it is not subject personally to the jurisdiction of the above-named courtsparty, 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 by this Agreement may not be enforced in or by any of the above-named courtstried before a judge sitting without a jury.

Governing Law; Jurisdiction. (a) This Agreement and the Units shall be interpretedgoverned by, deemed to be a contract under, and construed and governed by and in accordance with with, the Laws laws of the State of New York York, without regard to the conflicts of law laws principles thereof. Notwithstanding the foregoing. (b) The Company irrevocably (i) agrees that any legal suit, the following matters action or proceeding against it arising out of or relating to based on this Agreement shall or the transactions contemplated hereby or the Units may be construedinstituted in any United States Federal or State court in the Borough of Manhattan, performed The City of New York (a "New York Court"), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit (iii) submits to the non-exclusive jurisdiction of the such courts of the Cayman Islands: the Mergerin any such suit, the vesting of the rightsaction or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, propertyimmunity to pre-judgment attachment, choses post-judgment attachment and execution) in actionany legal suit, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary action or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions proceeding against it arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that based on this Agreement or the transactions contemplated hereby or the Units which is instituted in any New York Court or in any foreign court. To the fullest extent permitted by law, the Company hereby waives any objection to the enforcement by competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in New York City as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby or the Units which may not be enforced instituted in any New York Court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or by objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as such agent for service of process and the Company 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. Service of process upon the above-named courtsAuthorized Agent and written notice of such service of process to the Company shall be deemed, in every respect, effective service of process upon the Company.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is 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 venue 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 Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not courts of another forum in which jurisdiction can be enforced in or by any of the above-named courtsestablished.

Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of restricted stock and actions of the Board or the Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 7.9, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party may bring against any other party, or against any officer, director, employee, agent or permitted successor or assign of any party, relating in any manner whatsoever to Employee’s employment by the Company or WTAM, as the case may be, or to the termination thereof, including without limitation all disputes arising under this Agreement (a “Proceeding”), shall be heard and determined exclusively in any New York federal court sitting in (a) the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not have has statutory jurisdiction over such Action, such Action shall be heard the Proceeding and determined exclusively in any New York state court sitting in (b) the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York out in the County of or relating New York (collectively, the “New York Courts”). Each of the parties hereby expressly (i) consents to this Agreement brought the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any Proceeding may be effected upon such party in the manner set forth in Section 7.1 (as well as in any other manner prescribed by any party hereto law); and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by parties’ agreement to arbitrate disputes as set forth in Section 7.9. As used in this Agreement may not be enforced in or by any Section 7.10, “Company” shall refer to the Company and to WTAM and all successors and assigns of the above-named courtseither of them.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Guarantee may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States of America located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States of America located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 each Subsidiary Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions each Subsidiary Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of restricted stock and actions of the Board or the Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 5.10, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party may bring against any other party or any subsidiary of a party, or against any officer, director, employee, agent or permitted successor or assign of any of the foregoing, relating in any manner whatsoever to the Employee’s employment by the Company or any Subsidiary of the Company (including WTAM), as the case may be, or to the termination thereof, including without limitation all disputes arising under this Agreement (a “Proceeding”), shall be heard and determined exclusively in any New York federal court sitting in (a) the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not have has statutory jurisdiction over such Actionthe Proceeding, such Action shall be heard and determined exclusively in any New York state court sitting in (b) the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York out in the County of or relating New York (collectively, the “New York Courts”). Each of the parties hereby expressly (i) consents to this Agreement brought the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any Proceeding may be effected upon such party in the manner set forth in Section 5.1 (other than by electronic communication), as well as in any party hereto other manner prescribed by law; and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by this Agreement may not be enforced parties’ agreement to arbitrate disputes as set forth in or by any of the above-named courtsSection 5.10.

Governing Law; Jurisdiction. This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be interpreted, construed and governed by and in accordance with the Laws law of the State of New York without regard to the conflicts conflict of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub that would result in the Company, application of any Law other than the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Law of the State of New York York. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York or the federal courts of the Southern District of New York located in Manhattan, and any appellate court from any thereof, in any Action arising out of or relating to this Agreement brought by Agreement, the Other Agreements, the Transactions or for recognition or enforcement of any party hereto judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in such courts, (b) irrevocably waiveagrees that any claim in respect of any such Action may be heard and determined in the Supreme Court of the State of New York and the federal courts of the Southern District of New York located in Manhattan, (c) 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 in the Supreme Court of the State of New York or the federal courts of the Southern District of New York located in Manhattan, and agree not (d) waives, to assert the fullest extent permitted by way law, the defense of motion, defense, or otherwise, an inconvenient forum to the maintenance of such Action in the Supreme Court of the State of New York and the federal courts of the Southern District of New York located in Manhattan. Each of the Parties hereto agrees that a final judgment in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.4. Nothing in this Agreement will affect the right of any of the above-named courtsParty to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of New York that might otherwise govern under applicable principles of conflicts of law. (b) Except as otherwise provided in Sections 1.7(h) or 8.9 or in the event of fraud or an intentional misrepresentation, any dispute, controversy or claim among the parties hereto arising out of this Agreement or the Escrow Agreement, any related document or certificate or any transaction contemplated hereby or thereby, including as to their existence, enforceability, validity, interpretation, performance or breach, may be resolved by arbitration pursuant to Section 8.6 upon written notice made by one party hereto to the other, unless such dispute, controversy or claim is then the subject of a proceeding before a Governmental Entity. (c) Each of the parties hereto irrevocably consents to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York without regard to County, and (ii) the conflicts United States District Court for the Southern District of law principles thereof. Notwithstanding New York, for the foregoing, the following matters purposes of any Action (as defined below) arising out of or relating to this Agreement shall be construedor the Escrow Agreement, performed and enforced in accordance with any related document or certificate or any transaction contemplated hereby or thereby. Unless an Action is the Laws subject of the Cayman Islands in respect a then pending arbitration proceeding, each of which the parties hereto hereby irrevocably submit agrees to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub commence any Action relating hereto either in the CompanyUnited States District Court for the Southern District of New York or if such Action may not be brought in such court for jurisdictional reasons, in the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting in the Borough County. Each 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 the preceding sentence, the parties hereto hereby (a) submit 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 9.1 shall be effective service of process for any Action in New York with respect to any matters to which it has submitted to jurisdiction in this Section 9.7. Each of the parties hereto irrevocably and unconditionally waives any objection to the exclusive jurisdiction laying of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose venue of any Action arising under out of this Agreement, or any transaction contemplated hereby in (x) the laws Supreme Court of the State of New York, New York out County, or (y) the United States District Court for the Southern District of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveNew York, and agree hereby further irrevocably and unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Action, court that any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the such Action is brought in any such court has been brought in an inconvenient forum. For purposes of this Agreement, that the venue of the Action is improper“Action” means any claim, action, suit or arbitration, or that this Agreement any other proceeding, in each instance by or the transactions contemplated by this Agreement may not be enforced in before any Governmental Entity or by any of the above-named courtsnongovernmental arbitration, mediation or other nonjudicial dispute resolution body.

Governing Law; Jurisdiction. (a) This Agreement shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other state. (b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, if (and only if) such court finds it lacks jurisdiction, the state courts of New York without regard to located in the conflicts borough of law principles Manhattan, City of New York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any action or proceeding arising out of or relating to this Agreement shall be construedor the agreements delivered in connection herewith or the Transactions or matters contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, performed and enforced in accordance with the Laws each of the Cayman Islands Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the United States District Court for the Southern District of New York, or, if (and only if) such court finds it lacks jurisdiction, the state courts of New York located in the borough of Manhattan, City of New York, and any appellate court from any thereof, (ii) agrees that any claim in respect of which any such action or proceeding may be heard and determined in the parties hereto hereby irrevocably submit United States District Court for the Southern District of New York, or, if (and only if) such court finds it lacks jurisdiction, the state courts of New York located in the borough of Manhattan, City of New York, and any appellate court from any thereof, (iii) waives, to the non-exclusive fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses referred to in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub this Section 10.3(b) in the Company, the cancellation of the Ordinary Shares, the rights manner provided for notices in Section 238 10.1. Nothing in this Agreement will affect the right of the CICL, the fiduciary or other duties of the Company Board and 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 any Party to this Agreement shall be heard and determined exclusively to serve process in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought other manner permitted by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsapplicable law.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding Each of the foregoingUnderwriter and the Company: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may 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 the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the 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 process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Underwriter mailed by certified mail to the jurisdiction Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsUnderwriter, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON 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 shall be interpreted, construed and governed by and construed in accordance with the Laws, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York without regard York; provided that the Indiana Business Corporation Law, including the provisions thereof governing the fiduciary duties of directors of a Indiana corporation, shall govern, as applicable, the internal affairs of Exelis and Vectrus, as the case may be. Subject to the conflicts provisions of law principles thereof. Notwithstanding Article IX of the foregoingDistribution 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 following matters arising out “Virginia Courts”), for the purposes of any suit, action or relating other proceeding to this Agreement shall be construed, performed and enforced compel arbitration or for provisional relief in aid of arbitration in accordance with the Laws Article IX of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the courts Virginia Courts for the enforcement of any award issued thereunder. Each of the Cayman Islands: the MergerParties further agrees that service of any process, the vesting summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.6 of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 Distribution Agreement shall be heard and determined exclusively in effective service of process for any New York federal court sitting action, suit or proceeding in the Borough Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 5.7. Each 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 the Parties irrevocably and determined exclusively in unconditionally waives any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit objection to the exclusive jurisdiction laying of venue of any federal action, suit or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action proceeding arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not be enforced to plead or claim in any such court that any such action, suit or by proceeding brought in any of the above-named courtssuch court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. (a) This Share Issuance Agreement and the rights and obligations of the parties hereto shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 York, without giving effect to any choice or conflict of law provision or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby rule (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. (b) With respect to all claims, suits, actions, proceedings and other disputes arising out of, in respect of or relating to this Share Issuance Agreement brought by any party hereto and (b) irrevocably waivesuch claims, suits, actions, proceedings, and agree not other disputes, the “Claims”) each of the parties to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally this Share Issuance Agreement hereby irrevocably submits to the jurisdiction of the above-named Bankruptcy Court for the District of Delaware or the United States District Court for the District of Delaware, or, if both such Courts are not permitted under applicable Law to exercise jurisdiction with respect to the matter in question then, at the sole election of the Trusts’ Representative, to the jurisdiction of any other federal or state court in the state, county and city of New York, New York (the “Courts”), and each of the parties to this Share Issuance Agreement agrees that any and all Claims may be brought, heard and determined in such Courts. (c) Each of the parties to this Share Issuance Agreement agrees that (i) venue shall be proper in such Courts and hereby waives any objection or defense which it may now or hereafter have to the laying of venue in such 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 by this Agreement may not be enforced in or by including any of the above-named courtsforegoing based upon the doctrine of forum non conveniens; and (ii) all process which may be or be required to be served in respect of any such Claim (including any pleading, summons or other paper initiating any such Claim) may be served upon it, which service shall be sufficient for all purposes, in the manner for the provision of notice under Section 18 of the Deferred Payment Agreement and shall be deemed in every respect effective service of process upon such party when so given. (d) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SHARE ISSUANCE AGREEMENT OR ANY OF THE DEFERRED PAYMENT DOCUMENTS. 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 SHARE ISSUANCE AGREEMENT AND THE OTHER DEFERRED PAYMENT DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PROVISION.

Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS NOTE, construed and governed by and in accordance with the Laws 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 without regard to the conflicts of law principles York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any action or proceeding arising out of or relating to this Agreement shall be construedNote or the Securities, performed or for recognition or enforcement of any judgment, and enforced in accordance with the Laws each of the Cayman Islands parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of which any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the 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 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 the courts of any other jurisdiction. Each of the parties hereto hereby irrevocably submit and unconditionally waives, to the non-exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the courts venue of the Cayman Islands: the Mergerany suit, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary action or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions proceeding arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively Note or the other Securities in any New York State or federal court of the United States of America sitting in the 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 County. Each of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit irrevocably waives, to the exclusive jurisdiction fullest extent permitted by law, the defense of any federal an inconvenient forum to the maintenance of such action or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, proceeding in any such Action, 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 claim that it is not subject personally party to the jurisdiction of the above-named courts, that its property is exempt this Note or immune from attachment or execution, that the Action is brought any other Securities to serve process in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated any other manner permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.

Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS AGREEMENT, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereofAND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Notwithstanding the foregoingAny Action against, the following matters arising out of or relating to this Agreement or the transactions contemplated hereby, including any Action against any member of the Parent Group, shall be construedbrought solely and exclusively in the Court of 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, performed 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. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the Laws foregoing order of the Cayman Islands priority, in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions any Action arising under the laws of the State of New York out of or relating to this Agreement shall be heard or the transactions contemplated hereby, and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; providedhereby irrevocably and unconditionally waives, 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose venue of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 13(f). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 13(a). Nothing in this Agreement may not be enforced will affect the right of any party to serve process in or any other manner permitted by any of the above-named courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities revenues. Each of the Merger Sub in the Company, the cancellation Trustee and, by their acceptance of the Ordinary SharesNotes, the rights provided in Section 238 Holders, irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the CICLaforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed and enforced in accordance with the Laws laws of the State of New York without regard to the conflicts York. Each party hereto agrees, on behalf of law principles thereof. Notwithstanding the foregoingitself and its Affiliates and Associates that it controls, the following matters that any actions, suits or proceedings arising out of or relating to this Agreement shall or the transactions contemplated hereby will be construed, performed brought solely and enforced exclusively in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 and/or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States of America located in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City State of New York for (and the purpose parties agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any Action process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 16 will be effective service of process for any such action, suit or proceeding brought against any party in any such court. Each party, on behalf of itself and its Affiliates and Associates that it controls, irrevocably and unconditionally waives trial by jury and any objection to the laying of venue of any action, suit or proceeding arising under out of this Agreement or the laws transactions contemplated hereby, in the courts of the State of New York out or the United States of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveAmerica located in the State of New York, and agree hereby further irrevocably and unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to such court has been brought in any inconvenient forum. Any judgment rendered by a New York court may be enforced in any other jurisdiction in the jurisdiction United States. Nothing in this Section 17 shall prevent any of the above-named courts, that parties hereto from enforcing 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 rights under this Agreement or the transactions contemplated by this Agreement may not be enforced in or by shall impose any limitation on any of the above-named courtsparties or their respective past, present or future general partners, directors, officers, or employees in defending any claim, action, cause of action, suit, administrative action or proceeding of any kind, including, without limitation, any federal, state or other governmental proceeding of any kind, against any of them. The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against the Company or the Reference Entity with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Guarantee or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. 116 Each of the Company and Merger Sub. All Actions the Reference Entity irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture, the laws Guarantee or the Notes brought in the courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. 34.1 This Deposit Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard to the principles of conflicts of law principles thereoflaw. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed The Parties and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby all Holders irrevocably (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the courts of U.S. District Court for the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 Southern District of New York in any legal suit, action or proceeding arising out of or relating to this Agreement shall be heard Deposit Agreement, (b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such legal suit, action or proceeding, and determined exclusively (c) waive all right to trial by jury in any legal suit, action, proceeding or counterclaim arising out of this Deposit Agreement or the transactions contemplated hereby. The Client also irrevocably agrees that any legal suit, action or proceeding against Computershare brought by the Client, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a New York federal State court sitting in the 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 City or the Borough of Manhattan of The City U.S. District Court for the Southern District of New York. Consistent with Notwithstanding the preceding sentenceforegoing, any judgment may be enforced in any competent court in the parties hereto hereby (a) submit United Kingdom or the United States. 34.2 For the benefit of the Depositary, each Holder irrevocably agrees by holding a Depositary Receipt or an interest therein, that any legal suit, action or proceeding against or involving Computershare, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a New York State court sitting in New York City or the U.S. District Court for the Southern District of New York, and by holding a Depositary Receipt or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, such courts in any such Actionsuit, any claim that it is not subject personally action or proceeding. 34.3 The submission to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that courts referred to in Section 34.2 shall not (and shall not be construed so as to) limit the Action is brought in an inconvenient forum, that the venue rights of the Action is improperDepositary to take Proceedings against any Holder in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdictions, whether concurrently or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsnot.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Trustee irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Notes brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpretedTHE INDENTURE AND EACH NOTE, construed 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 governed by agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in accordance connection with the Laws Indenture or the Notes may be brought in the courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding Each of the foregoingPlacement Agent and the Company: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may 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 the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding; and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the 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 process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the jurisdiction Placement Agent’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsPlacement Agent, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON 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 shall be interpreted(a) THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. (b) Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, construed for itself and governed by and in accordance with its property, to the Laws nonexclusive jurisdiction of the Supreme Court of the State of New York without regard to sitting in New York County, Borough of Manhattan, and of the conflicts United States District Court of law principles the Southern District of New York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any action or proceeding arising out of or relating to this Agreement shall be construedGuaranty or any other Loan Document, performed or for recognition or enforcement of any judgment, and enforced in accordance with the Laws of the Cayman Islands each Subsidiary Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of which the parties hereto hereby irrevocably submit any such action or proceeding may be heard and determined in such New York State or, to the non-exclusive jurisdiction of extent permitted by law, in such Federal court. Each Subsidiary Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. (c) Each Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the Cayman Islands: fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the Mergerlaying of venue of any suit, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary action or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions proceeding arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively Guaranty or any other Loan Document in any New York federal court sitting referred to in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and paragraph (b) of this Section 13. Each Subsidiary Guarantor hereby irrevocably waivewaives, and agree not to assert the fullest extent permitted by way law, the defense of motion, defense, an inconvenient forum to the maintenance of such action or otherwise, proceeding in any such Actioncourt. (d) Each party to this Guaranty irrevocably consents to service of process in the manner provided for notices in Section 9 of this Guaranty, any claim that it is not subject personally to the jurisdiction and each of the above-named courts, that Subsidiary Guarantors hereby appoints the Borrower as its property is exempt agent for service of process. Nothing in this Guaranty or immune from attachment or execution, that any other Loan Document will affect the Action is brought right of any party to this Guaranty to serve process in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated any other manner permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.

Governing Law; Jurisdiction. This Agreement shall 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 ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT ARE INCONSISTENT WITH SUCH CHOICE OF NEW YORK 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, EACH NOTE AND THE GUARANTEES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, EACH NOTE AND THE GUARANTEES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and each of the Guarantors irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Guarantees may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States of America, in each case located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company and each of the Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively the United States of America, in any New York federal court sitting each case located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS FIRST SUPPLEMENTAL INDENTURE, THE 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 Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this First Supplemental Indenture or the Indenture may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this First Supplemental Indenture or the Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement and the Notes shall be interpreted, construed and governed by and construed in accordance with the Laws internal laws of the State of New York including, without regard limitation, Sections 5-1401 and 5-1402 of the New York general obligations law and Rule 327(b) of the New York Civil Practice Laws and Rules. The Company and Purchaser hereby irrevocably submit to the conflicts jurisdiction of law principles thereof. Notwithstanding any New York state court sitting in the foregoingBorough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, the following matters action or proceeding arising out of or relating to this Agreement shall be construedor the Notes, performed and enforced in accordance with the Laws of the Cayman Islands irrevocably accepts for itself and in respect of which the parties hereto hereby irrevocably submit to the non-exclusive its property, generally and unconditionally, jurisdiction of the courts aforesaid courts. The Company and Purchaser irrevocably waive, to the fullest extent they may effectively do so under applicable law, any objection which they may now or hereafter have to the laying of the Cayman Islands: the Mergervenue of any such suit, the vesting of the rightsaction or proceeding brought in any such court and any claim that any such suit, property, choses action or proceeding brought in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub any such court has been brought in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs an inconvenient forum. Each of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating Purchaser hereby irrevocably appoints CT Corporation System as its authorized agent on which any and all legal process related to this Agreement shall or the Notes may be heard and determined exclusively served in any New York federal court sitting in the Borough of Manhattan of The City of New York; providedsuch action, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively suit or proceeding brought in any New York state court sitting in the Borough of Manhattan of The in the City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of York or any federal or state court sitting in the Borough of Manhattan of The in the City of New York for York. If you are in agreement with the purpose foregoing, please sign the form of any Action arising under agreement on the laws 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 State of New York out of 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 As used herein, the following terms have the respective meanings set forth below or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, set forth in any the Section hereof following such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.term:

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement shall be interpretedgoverned by, construed and governed by and interpreted in accordance with with, the Laws laws of the State of New York without regard York. (b) To the fullest extent it may effectively do so, the Company hereby (i) irrevocably submits to the conflicts non-exclusive jurisdiction of law principles any New York State or federal court sitting in The City of New York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any suit, action or proceeding arising out of or relating to this Agreement shall be construed, performed (a "RELATED PROCEEDING") and enforced in accordance with the Laws of the Cayman Islands (ii) irrevocably agrees that all claims in respect of which the parties hereto any Related Proceeding may be heard and determined in such New York State or federal court. The Company hereby irrevocably submit waives, to the non-exclusive jurisdiction fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding and any objection to any Related Proceeding whether on the grounds of venue, residence or domicile. The Company hereby agrees, to the fullest extent it may effectively do so, that a final judgment in any Related Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by law. (c) The Company hereby appoints Corporation Services Company (the "PROCESS AGENT"), with an office on the date hereof at 1180 Avenue of the courts of the Cayman Islands: the MergerAmericas, the vesting of the rightsXxxxx 000, propertyXxx Xxxx, choses in actionXxx Xxxx 00000, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs as its agent to receive on behalf of the Company and Merger Sub. All Actions arising under the laws its property service of copies of the State of summons and complaint and any other process which may be served in any Related Proceeding in such New York out of State or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentenceThe Company hereby agrees that such service may be made by U.S. registered mail, the parties hereto hereby (a) submit to the exclusive jurisdiction fullest extent permitted by law, or by delivering by hand a copy of such process to the Company in care of the Process Agent at the address specified above for the Process Agent (and the Company hereby agrees that such service will be effective upon delivery by hand of such process to the office of the Process Agent or 10 days after mailing, to the fullest extent permitted by law), and the Company hereby authorizes and directs the Process Agent to accept on its behalf such service. The Company hereby agrees that failure of the Process Agent to give notice to the Company, or failure of the Company to receive notice of such service of process, shall not affect in any way the validity of such service on the Process Agent or the Company. The Company hereby irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any Related Proceeding in a New York State or federal or state court sitting in the Borough of Manhattan of The City of New York for by sending by U.S. registered mail copies of such process to the purpose Company at 0000 Xxxxxx Xxxxxx Parkway, Suite 900, Las Vegas, Nevada 89169-0925, Attn: Xxxxxx X. York (and the Company hereby agrees that such service will be effective 10 days after the mailing thereof). The Company hereby covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any Action arising under and all documents that may be necessary to continue the laws designation of the State Process Agent in full force and effect, and to cause the Process Agent to continue to act as such. In addition, the Company hereby agrees that none of New York out its agreements described in this or the preceding paragraph shall affect the right of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, serve legal process in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated other manner permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.

Governing Law; Jurisdiction. This Agreement shall THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT. ANY SUIT, ACTION OR PROCEEDING AGAINST ANY OF THE COMPANY OR THE INVESTORS OR ITS OR THEIR RESPECTIVE PROPERTIES, ASSETS OR REVENUES WITH RESPECT TO THIS AGREEMENT (A “RELATED PROCEEDING”) may be interpreted, construed and governed by and brought in accordance with the Laws any court of the State of New York without regard to or any United States federal court sitting in the conflicts Borough of law principles Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, as the person bringing such Related Proceeding may elect in its sole discretion. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws Each of the Cayman Islands in respect of which Company and the parties hereto Investors hereby irrevocably submit consents to the non-exclusive jurisdiction of each such court for the courts purpose of any Related Proceeding and has irrevocably waived any objection to the Cayman Islands: laying of venue of any Related Proceeding brought in any such court and to the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board fullest extent it may effectively do so and the board defense of directors an inconvenient forum to the maintenance of Merger Sub and the internal corporate affairs any Related Proceeding or any such suit, action or proceeding in any such court. Each of the Company and Merger Sub. All Actions arising under the laws Investors has agreed that service of all writs, claims, process and summonses in any Related Proceeding brought against it in the State of New York out may be made upon it at the address for notices set forth in Section 4.3 of or relating to this Agreement. Nothing in this Agreement shall be heard and determined exclusively in any New York federal court sitting in way be deemed to limit the Borough of Manhattan of The City of New York; providedability to serve any such writs, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively process or summonses in any New York state court sitting in other manner permitted by applicable law. To the Borough extent that any of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive Company or any Investor has or hereafter may acquire any immunity from jurisdiction of any federal court or state court sitting from any legal process (whether through service of notice, attachment prior to judgment, attachment in the Borough aid of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment execution or execution, that on the Action is brought ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such immunity in an inconvenient forumrespect of its obligations under this Agreement. EACH OF THE COMPANY AND THE INVESTORS HEREBY IRREVOCABLY WAIVES, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. (a) This Agreement and any disputes relating hereto shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York without regard Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the conflicts laws that might otherwise govern under any applicable conflict of law principles thereofLaws principles. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Surviving Company, the cancellation of the Ordinary Company Shares, the rights provided in Section 238 of the CICLCICA, the fiduciary or other duties of the Board of Directors of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising For the avoidance of doubt, all disputes relating to the performance of the parties’ obligations under 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. (b) All Actions arising out of or relating to this Agreement or the Transactions, whether in Law or in equity, whether in Contract or tort or otherwise, shall be heard and determined in United States District Court for the Southern District of New York located in the Borough of Manhattan (or, if that court does not have jurisdiction, the Chancery Court of the State of Delaware (or, if that court does not have jurisdiction, the Supreme Court of the State of New York, County of New York) and the appropriate appellate courts therefrom) (such courts, the “Chosen Courts”). The parties hereto hereby irrevocably (i) submit to the exclusive jurisdiction and venue of the Chosen Courts in any such Action, (ii) waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action brought in the Chosen Courts, (iii) agree to not contest the jurisdiction of the Chosen 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 Chosen Courts, except for Actions brought to enforce the judgment of any such 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 New York (or, if applicable, 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 Parent and Merger Sub confirms that it has appointed, and hereby appoints, Corporation Service Company, located at 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, for purposes of service of process for claims under this Agreement. The Company confirms that it has appointed, and hereby appoints, Xxxxxxx & Associates, located at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, for purposes of service of process for claims under this Agreement. Each party hereto agrees that service of process on such party in any Action arising out of or relating to this Agreement shall be heard and determined exclusively effective if notice is given by Federal Express, UPS, DHL or similar courier service to the address set forth in Section 8.10. The parties hereto agree that a final judgment in any New York federal court sitting in the 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 conclusive and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, that nothing in the foregoing shall restrict any of the aboveparty’s rights to seek any post-named courtsjudgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, EACH NOTE, THE NOTES SECURITY DOCUMENTS, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, ANY NOTE, OR ANY NOTE SECURITY DOCUMENTS 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 each Subsidiary Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Notes Collateral Agent, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions each Subsidiary Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement, the Transactions and negotiation, execution, performance and enforcement of this Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to Missouri (the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: “Missouri Law Matters”): the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided for in Section 238 of the CICLSections 351.447 and/or 351.455 (as applicable) with respect to Dissenting Shares, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Company. (b) Each of the State of New York parties hereto hereby agrees that (i) all actions and proceedings arising out of or relating to this Agreement, the Transactions and the negotiation, execution, performance and enforcement of this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough Supreme Court of Manhattan of The City the State of New York, New York County, or, if such court lacks subject matter jurisdiction, the United States District Court for the Southern District of New York, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) a final judgment in any 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; provided, however, that if such federal court does not have jurisdiction over such Action, such Action each of the parties hereto agrees that (i) all actions and proceedings arising out of or relating to the Missouri Law Matters shall be heard and determined exclusively in the Circuit Courts of Xxxxxxx County in the State of Missouri, or if such court lacks subject matter jurisdiction, the United States District Court for the Western District of Missouri, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) a final judgment in any New York state court sitting such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Borough judgment or in any other manner provided by Law. (c) Each party irrevocably consents to the service of Manhattan process outside the territorial jurisdiction of The City of New Yorkthe courts referred to in this Section 8.8 in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to this Article VIII. Consistent with the preceding sentenceHowever, the parties hereto hereby foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method. (ad) submit Notwithstanding anything herein to the contrary, each party acknowledges and irrevocably agrees (i) that any action or proceeding, whether in contract or tort, at law or in equity or otherwise, involving any Financing Source or any party providing Equity Financing arising out of, or relating to, the transactions contemplated hereby, the Debt Commitment Letter, the Debt Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, County of New York, or if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York out (and the appellate courts thereof) and each party submits for itself and its property with respect to any such action or proceeding to the exclusive jurisdiction of such court and agrees not to bring (or relating permit any of its Affiliates to this Agreement brought bring or support anyone else in bringing) any such action or proceeding in any other court, (ii) to waive and hereby waives, to the fullest extent permitted by applicable Law, any party hereto and (b) irrevocably waiveobjection which it may now or hereafter have to the laying of venue of, and agree not the defense of an inconvenient forum to assert by way of motionthe maintenance of, defense, any such action or otherwise, proceeding in any such Action, court and (iii) that a final judgment in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt such action 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 by this Agreement proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above-named courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEE INCLUDED HEREIN) AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE GUARANTEE INCLUDED HEREIN) AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and the Guarantors each irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States, in each case located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company and the Guarantors each irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively the United States, in any New York federal court sitting each case located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof. Notwithstanding thereof that would subject such matter to the foregoingLaws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be construedexclusively interpreted, performed construed and enforced governed by and in accordance with the Laws of the Cayman Islands Islands, in respect of which the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Merger, ; (ii) the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts property and liabilities of each of the Company and Merger Sub in the Surviving Company, ; (iii) the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, Shares (including Shares represented by ADSs); (iv) the fiduciary or other duties of the Company Board and the board sole director of directors each of Parent and Merger Sub Sub; (v) the general rights of the respective shareholders of the Company, Parent and Merger Sub, including the rights with respect to any Dissenting Shares; and (vi) the internal corporate affairs of the Company Company, Parent and Merger Sub. (b) Subject to the exception for matters to be governed by the Laws of the Cayman Islands and subject to the jurisdiction of the courts of the Cayman Islands as set forth in Section 10.08(a), any Legal Proceeding arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force at the relevant time and as may be amended by this Section 10.08 (the “HKIAC Rules”). All Actions arising The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.08, any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement Lease shall in all respects be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York without regard to York, except that the conflicts provisions of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement Section 21(a) (Security Deposit) and Section 21(b)(vi) shall be construed, performed and enforced in accordance with governed by the Laws laws of the Cayman Islands in respect State of which the parties hereto Delaware. A. Lessee and Lessor each hereby irrevocably and expressly submit to the non-exclusive jurisdiction of the courts of United States District Court for the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 Southern District of New York and to the New York Supreme Court, New York County for the purposes of any suit, action or proceeding arising out of this Lease or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 YorkOperative Documents. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal Final judgment against Lessee or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, Lessor in any such Actionsuit shall be conclusive, and may be enforced in any other jurisdictions by suit on the judgment or as otherwise permitted by applicable Law, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of such party therein described; PROVIDED, HOWEVER, that Lessor or Lessee may at its option bring suit, or institute other judicial proceedings against the other party or any of its assets, in the courts of any country or place where such party or such assets may be found. B. Each of Lessee and Lessor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding brought in any court located in New York City, New York and hereby further irrevocably waives any claim that it is not subject personally to the jurisdiction of the above-named courtsany such suit, that its property is exempt action or immune from attachment or execution, that the Action is proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may . C. The foregoing submission to jurisdiction shall not be enforced construed so as to limit the right of either party to take proceedings against the other in whatsoever jurisdictions shall to it seem fit nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. D. Lessee hereby irrevocably appoints CT Corporation System, Inc., 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Lessee's agent and attorney-in-fact (the "Agent"), upon whom all service of summonses and other legal processes may be made with respect to any action, suit or proceeding relating to this Lease or any other Operative Document. The appointment of such Agent shall be irrevocable, and if the Agent revokes such relationship, prior to the effective date of such revocation, Lessee shall appoint a successor, which successor shall be in accordance with the provisions hereof. Prior to such change Lessee shall notify Lessor of such change of Agent. Lessee consents and agrees that any service under or in connection with this Lease shall be duly completed and served if mailed to Lessee at its address specified below or to the Agent at the address specified above, in either case, by any of the above-named courtsregistered or certified mail.

Governing Law; Jurisdiction. (a) This Agreement shall be interpretedconstrued, construed performed and governed by and enforced in accordance with the Laws of Hong Kong Special Administrative Region of the State of New York PRC (“Hong Kong”), without regard to the conflicts principles of law principles thereof. Notwithstanding the foregoingconflict of Laws thereunder, except that the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto Parties hereby irrevocably irrevocable submit it to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligationsContracts, claims, debts and liabilities Liabilities of the Rajax Merger Sub in the CompanyXiaodu, the cancellation of Xiaodu Shares in consideration of the Ordinary Sharesissue of Rajax G-1 Shares and Cash Consideration, the rights provided for in Section 238 of the CICLCayman Companies Law with respect to any Dissenters Shares, the fiduciary or other duties of the Company Xiaodu Board and the board of directors of Merger Sub Rajax, and the internal corporate affairs of the Company Xiaodu and Merger SubRajax, as well as any matters relating to Article I and Article II of this Agreement. All Actions Except as provided in prior sentence, any dispute, controversy or claim (each, a “Dispute”) arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentenceAgreement, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement other Transaction Agreements or the transactions contemplated hereby or thereby, or the interpretation, breach, termination, validity or invalidity hereof or thereof, including any proceeding against any Xiaodu Related Party or Rajax Related Party, shall be referred to arbitration upon the demand of any party to the Dispute with notice (the “Arbitration Notice”) to the other. (b) The Dispute shall be settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted. There shall be three (3) arbitrators. Each of claimant and respondent shall appoint one (1) arbitrator and the third (3rd) arbitrator shall be appointed by the HKIAC Council. (c) The arbitral proceedings shall be conducted in English and Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 10.3, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 10.3 shall prevail. (d) Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party. (e) The award of the arbitral tribunal shall be final and binding upon the Parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. (f) The arbitral tribunal shall decide any Dispute submitted by the Parties to the arbitration strictly in accordance with the substantive Laws of Hong Kong (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law. (g) Any Party to the Dispute shall be entitled to seek interim measures of protection and emergency relief, if possible, from any court of competent jurisdiction in accordance with the applicable Laws of the jurisdiction. (h) During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement may not shall continue to be enforced performed except with respect to the part in or by any of the above-named courtsDispute and under adjudication.

Governing Law; Jurisdiction. This Agreement shall THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Supplemental Indenture may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard to the conflicts principles of law principles thereofconflict of laws. Notwithstanding the foregoing, the following matters arising out of or relating to The parties hereto hereby declare that it is their intention that this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising regarded as made under the laws of the State of New York and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto: (a) irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York and of the federal courts sitting in the State of New York with respect to all actions and proceedings arising out of or relating to this Agreement Amendment and the transactions contemplated hereby; (b) agrees that all claims with respect to any such action or proceeding shall be heard and determined exclusively in such courts and agrees not to commence any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal action or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or proceeding relating to this Agreement brought by any party hereto and Amendment or the transactions contemplated hereby except in such courts; (bc) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in unconditionally waives any such Action, any claim that it is not subject personally objection to the jurisdiction laying 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, any action or that proceeding arising out of this Agreement or the transactions contemplated by this Agreement may not be enforced hereby and irrevocably and unconditionally waives the defense of an inconvenient forum; and (d) irrevocably appoints The Corporation Trust Company in or by any the case of each Buyer and the Corporation Service Company in the case of the above-named courtsSeller as its agent for the sole purpose of receiving service of process or other legal summons in connection with any such dispute, litigation, action or proceeding brought in such courts and agrees that it will maintain The Corporation Trust Company in the case of each Buyer and the Corporation Service Company in the case of the Seller at all times as its duly appointed agent in the State of New York for the service of any process or summons in connection with any such dispute, litigation, action or proceeding brought in such courts and, if it fails to maintain such an agent during any period, any such process or summons may be served on it by mailing a copy of such process or summons to it in accordance with, and in the manner provided in, Section 8.2 hereof, with such service deemed effective on the fifth day after the date of such mailing." 24. The second proviso of Section 8.11 of the Share Purchase Agreement is hereby amended and restated in its entirety as follows: "; provided, further that such assignment is made not less than ten Business Days in advance of the Closing Date." 25. Article VIII of the Share Purchase Agreement is hereby amended by adding the following new Section 8.14 at the end thereof:

Governing Law; Jurisdiction. This Agreement shall 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 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States, in each case, located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpretedTHE INDENTURE AND EACH NOTE, construed AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE 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 Issuer irrevocably consents and governed by agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in accordance connection with the Laws Indenture or the Notes may be brought in the courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL 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). NOTWITHSTANDING THE PRECEDING SENTENCE, THE EXERCISE, PERFORMANCE OR DISCHARGE BY THE CO-TRUSTEE OF ANY OF ITS RIGHTS, POWERS, DUTIES OR RESPONSIBILITIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Supplemental Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement shall will be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws of the State of New York York, without regard to the any principles of conflicts of law principles thereof. Notwithstanding thereof that are not mandatorily applicable by Law and would permit or require the foregoing, the following matters arising out application of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction another jurisdiction. (b) Each of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary Parties irrevocably agrees that any legal action or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions proceeding arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and determined in any party hereto and New York State or Federal court sitting in the Borough of Manhattan in The City of New York (b) irrevocably waiveor, if such court lacks subject matter jurisdiction, in any appropriate New York State or Federal court), and agree each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to assert commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such Actionlegal action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts in New York as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or execution, otherwise) and (iii) that (A) the Action action or proceeding in any such court is brought in an inconvenient forum, that (B) the venue of the Action such suit, action or proceeding is improperimproper or (C) this Agreement, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by such courts. Nothing in this Section 10.8 shall be deemed to prevent any party from seeking to remove any action to a Federal court in the State of New York. In addition, each of the Parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the abovetransactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing Commitments or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan in the City of New York, New York, whether a state or Federal court, and that the provisions of Section 10.10 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-named courtsclaim or third party claim.

Governing Law; Jurisdiction. This Agreement shall 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 TO THE EXTENT INCONSISTENT WITH THE CHOICE OF NEW YORK 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpreted9.11.1. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereofWITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. Notwithstanding the foregoingIN FURTHERANCE OF THE FOREGOING, the following matters THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION WOULD ORDINARILY APPLY. 9.11.2. Any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be construed, performed and enforced brought exclusively in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 heard and determined exclusively located in any New York federal court sitting in the Borough County, and each 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 the preceding sentence, the parties hereto hereby (a) submit irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, such courts in any such ActionProceeding, and waives any claim that objection it is not subject personally or he may now or hereafter have to the jurisdiction venue or to convenience 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 by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 Subsidiary Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Subsidiary Guarantee may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Subsidiary Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture, the laws Notes or the Subsidiary Guarantee brought in the courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the Laws Resolution of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters all disputes arising out of or relating related to this Agreement or the performance, enforcement, breach or termination of this Agreement and any remedies relating thereto, shall be construed, performed governed by and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising construed under the substantive laws of the State of New York out York, without regard to conflicts of law rules that would provide for application of the law of a jurisdiction outside New York. If such controversy or relating to this Agreement claim cannot be resolved by means of negotiations as described in Section 14.1, then such controversy or claim shall be heard and determined exclusively in any New York federal court sitting in resolved by the Borough of Manhattan of The City United States District Court for the Southern District 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 a New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, New York, the parties hereto hereby United States District Court for the District of Delaware, or a Delaware state court sitting in Wilmington, Delaware (collectively, the “Courts”). Each Party (a) submit irrevocably submits to the exclusive jurisdiction in the Courts, for purposes of any federal action, suit or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action other proceeding relating to or arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto Agreement, and (b) irrevocably waive, and agree agrees not to assert by way raise any objection at any time to the laying or maintaining of motionthe venue of any such action, defense, suit or otherwise, proceeding in any such Actionof the Courts, irrevocably waives any claim that it is not subject personally to the jurisdiction of the above-named courtssuch action, that its property is exempt suit or immune from attachment or execution, that the Action is other proceeding has been brought in an inconvenient forumforum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Court does not have any jurisdiction over such Party. Incyte hereby irrevocably designates, appoints and empowers Corporation Service Company, located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, as its true and lawful agent and attorney in fact in its name, place and stead to receive and accept on its behalf service of process in any action, suit or proceeding in the venue Courts of New York with respect to matters as to which it has submitted to jurisdiction as set forth in the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsimmediately preceding sentence.

Governing Law; Jurisdiction. (a) This Agreement shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York York, without regard to the principles of conflicts of law principles thereof, except as provided in ss.5-1401 of the New York State General Obligations Laws; provided, however, that provisions relating to the Amalgamation and the Compulsory Acquisition shall be governed by the laws of Bermuda and provisions relating to the validity of corporate actions shall be governed by the laws of the jurisdiction of incorporation or organization of the relevant corporation. Notwithstanding Each party agrees that the foregoing, United States District Court for the following matters Southern District of New York is to have non-exclusive jurisdiction to settle any disputes arising out of or relating to this Agreement shall be construed, performed or any agreements or transactions contemplated hereby and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit submits itself and its property to the non-exclusive jurisdiction of the foregoing courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 with respect to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and disputes. (b) irrevocably waiveWithout prejudice to any other mode of service: (i) the Company appoints CT Corporation System located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent for service of process relating to any proceedings before the federal courts in New York in connection with this Agreement and agrees to maintain the process agent in New York notified to Parent and Purchaser; (ii) Parent and Purchaser each appoint CT Corporation System located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent for service of process relating to any proceedings before the federal courts in New York in connection with this Agreement and agree to maintain the process agent in New York notified to the Company; (iii) each party agrees that failure by a process agent to notify it of the process shall not invalidate the proceedings concerned; and (iv) each party consents to assert by way the service of motion, defense, or otherwise, in process relating to any such Actionproceedings by prepaid mailing of a copy of the process to its respective agent at the address identified in paragraph (i) or (ii) above or by prepaid mailing by air mail, any claim that certified or registered mail of a copy of the process to it is not subject personally at the address set forth in Section 9.04. (c) Each of the parties hereto: (i) waives objection to the jurisdiction federal courts in New York on grounds 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 otherwise as regards proceedings in connection with this Agreement or the any agreements or transactions contemplated by hereby; and (ii) agrees that a final judgment or order of a federal court in New York in connection with this Agreement or any agreements or transactions contemplated hereby is conclusive and binding on it, subject to appellate review, and may not be enforced against it in or by the courts of any of the above-named courtsother jurisdiction.

Governing Law; Jurisdiction. This Agreement shall 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 (NY) 27961/684/INDENTURE/WMGI.indenture.doc 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities revenues. Each of the Merger Sub in the Company, the cancellation Trustee and, by their acceptance of the Ordinary SharesNotes, the rights provided in Section 238 Holders, irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the CICLaforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York York, without regard to the principles of conflicts of law principles thereof, except as provided in ss.5-1401 of the New York State General Obligation Laws. Notwithstanding Each Party agrees that the foregoing, United States District Court for the following matters Southern District of New York is to have non-exclusive jurisdiction to settle any disputes arising out of or relating to this Agreement shall be construedor any agreements or transactions contemplated hereby and submits himself, performed herself or itself and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit his, her or its property to the non-exclusive jurisdiction of the foregoing courts with respect to such disputes. (b) Without prejudice to any other mode of service: (i) the Cayman Islands: Shareholders each appoint National Registered Agents, Inc., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, as his or her agent for service of process relating to any proceedings before the Merger, the vesting of the rights, property, choses federal courts 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 in connection with this Agreement and agree to maintain the process agent in New York notified to the other Parties ; (ii) Parent and Purchaser each appoint CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of or process relating to any proceedings before the federal courts in New York in connection with this Agreement shall be heard and determined exclusively agree to maintain the process agent in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit notified to the exclusive jurisdiction of any federal or state court sitting other Parties; (iii) The Escrow Agent agrees that it may be served at its office in the Borough of Manhattan of The City of New York for service of process relating to any proceedings before the purpose of any Action arising under the laws federal courts in New York in connection with this Agreement; (iv) each Party agrees that failure by a process agent to notify him, her or it of the State process shall not invalidate the proceedings concerned; and (v) each Party consents to the service of process relating to any such proceedings by prepaid mailing of a copy of the process to his, her or its respective agent at the address identified in paragraph (i), (ii) or (iii) above or by prepaid mailing by air mail, certified or registered mail of a copy of the process to it at the address set forth in Section 4.5. (c) Each of the Parties hereto: (i) waives objection to the federal courts in New York out on grounds of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that otherwise as regards proceedings in connection with this Agreement or the any agreements or transactions contemplated by hereby; and (ii) agrees that a final judgment or order of a federal court in New York in connection with this Agreement or any agreements or transactions contemplated hereby is conclusive and binding on him, her or it, subject to appellate review, and may not be enforced against him, her or it in or by the courts of any of the above-named courtsother jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto Selling Shareholder hereby irrevocably submit to the non-exclusive jurisdiction of the Federal and state courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Borough of the Ordinary Shares, the rights provided Manhattan in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 The City of New York in any suit or proceeding arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting or the transactions contemplated hereby. The Selling Shareholder irrevocably appoints Philips Electronics North America Corporation as its authorized agent in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, upon which process may be served in any such Actionsuit or proceeding. The Selling Shareholder agrees that service of process upon its agent, any claim that it is not subject personally and written notice of said service to the jurisdiction 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 suit or proceeding. Any obligation of the above-named courts, that its property is exempt Company or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improperSelling Shareholder, or that this Agreement 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 transactions contemplated by this Agreement Selling Shareholder, as the case may not be enforced in 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 by any the Selling Shareholder, as the case may be, an amount equal to the excess of the above-named courtsdollars so purchased over the sum originally due to such Underwriter hereunder.

Governing Law; Jurisdiction. This Agreement shall 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States, in each case, located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. Section 17.05.

Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 as applied to this Agreement shall be heard and determined exclusively in any agreements among New York federal court sitting in the Borough of Manhattan of The City of residents entered into and to be performed entirely within New York; provided, howeverwithout giving effect to any choice of law or conflict of law, 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 the preceding sentence, the parties hereto hereby provision or rule (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws whether of the State of New York out or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each Party hereto (1) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement brought Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 14(f) or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in Section 14(i) and that nothing in this Section 14(f) shall affect the right of any party hereto and to serve legal process in any other manner permitted by applicable law, (b2) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, unconditionally consents and submits itself and its properties and assets in any such Action, any claim that it is not subject personally action or proceeding to the exclusive 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 Federal courts of the Action is improperUnited States or the courts of the State of New York, in each case located within the City of New York, in the event any dispute or that controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (3) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (4) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, (5) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (6) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each Party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by any of the above-named courtsapplicable law.

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard to the conflicts of law principles thereof. Notwithstanding the foregoingrules of such state. (b) With respect to any suit, the following matters arising out of action or proceeding relating to this Agreement shall (each, a “Proceeding”), each Party irrevocably (i) agrees and consents to be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courtsUnited States District Court for the Southern District of New York or, if for any reason the United States District Court for the Southern District of New York lacks subject matter jurisdiction, any New York State court sitting in New York City and (ii) waives any objection which it may have at any time to the laying of venue of any Proceeding brought in any such court, waives any claim that its property is exempt or immune from attachment or execution, that the Action is such Proceeding has been brought in an inconvenient forumforum and further waives the right to object, with respect to such Proceeding, that the venue of the Action is impropersuch court does not have any jurisdiction over such Party. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN Section 9.1, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsOR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED. (c) THE PARTIES AGREE THAT THEY HEREBY IRREVOCABLY WAIVE AND AGREE TO CAUSE THEIR RESPECTIVE SUBSIDIARIES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, EACH NOTE AND EACH NOTE GUARANTEE, 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 Issuer irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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 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 legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Guarantee or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture, the laws Guarantee or the Notes brought in the courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, THE GUARANTEES 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 and each Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Note Guarantees or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company and each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, 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 the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. This Agreement shall 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, the Trustee and the Collateral Agent, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedXxxxxxxxx, howeverXxx Xxxx Xxxx, that if such federal court does not have jurisdiction over such Action, such Action shall be heard Xxx Xxxx and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto further irrevocably and (b) irrevocably waive, unconditionally waives and agree agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of New York that might otherwise govern under applicable principles of conflicts of law. (b) Except as otherwise provided in Sections 1.7(h) or 8.8 or in the event of fraud or an intentional misrepresentation, any dispute, controversy or claim among the parties hereto arising out of this Agreement or the Escrow Agreement, any related document or certificate or any transaction contemplated hereby or thereby, including as to their existence, enforceability, validity, interpretation, performance or breach, may be resolved by arbitration pursuant to Section 8.5 upon written notice made by one party hereto to the other, unless such dispute, controversy or claim is then the subject of a proceeding before a Governmental Entity. (c) Each of the parties hereto irrevocably consents to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York without regard to County, and (ii) the conflicts United States District Court for the Southern District of law principles thereof. Notwithstanding New York, for the foregoing, the following matters purposes of any Action (as defined below) arising out of or relating to this Agreement shall be construedor the Escrow Agreement, performed and enforced in accordance with any related document or certificate or any transaction contemplated hereby or thereby. Unless an Action is the Laws subject of the Cayman Islands in respect a then pending arbitration proceeding, each of which the parties hereto hereby irrevocably submit agrees to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub commence any Action relating hereto either in the CompanyUnited States District Court for the Southern District of New York or if such Action may not be brought in such court for jurisdictional reasons, in the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting in the Borough County. Each 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 the preceding sentence, the parties hereto hereby (a) submit 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 9.1 shall be effective service of process for any Action in New York with respect to any matters to which it has submitted to jurisdiction in this Section 9.7. Each of the parties hereto irrevocably and unconditionally waives any objection to the exclusive jurisdiction laying of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose venue of any Action arising under out of this Agreement, or any transaction contemplated hereby in (x) the laws Supreme Court of the State of New York, New York out County, or (y) the United States District Court for the Southern District of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveNew York, and agree hereby further irrevocably and unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Action, court that any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the such Action is brought in any such court has been brought in an inconvenient forum. For purposes of this Agreement, that the venue of the Action is improper“Action” means any claim, action, suit or arbitration, or that this Agreement any other proceeding, in each instance by or the transactions contemplated by this Agreement may not be enforced in before any Governmental Entity or by any of the above-named courtsnongovernmental arbitration, mediation or other nonjudicial dispute resolution body.

Governing Law; Jurisdiction. (a) This Agreement and any claims or disputes arising out of or relating hereto, shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York York, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state or jurisdiction; provided that matters involving (i) the implementation of the Merger in accordance with the Bermuda Companies Act or appraisal proceedings thereunder, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Bermuda Companies Act or the Company Governing Documents or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case, shall be governed by the laws of Bermuda. Notwithstanding anything herein to the contrary, the parties agree that any claim, controversy, dispute or cause of action of any kind or nature (whether based upon contract, tort or otherwise) involving a Lender Related Party that is in any way related to this Agreement, the Merger or any of the other transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing (including with respect to the Debt Financing Documents or the definitive agreements with respect to the Debt Financing to be entered into in connection with the Closing) and the transactions contemplated thereby shall be governed by, and construed in accordance with, the Laws of England and Wales, without regard to the conflicts conflict of law principles thereof. Notwithstanding laws provisions thereof that would cause the laws of another jurisdiction or state to apply. (b) Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, in the event that the United States District Court for the Southern District of New York lacks subject matter jurisdiction, to any court of competent jurisdiction sitting in the State and County of New York, and the respective appellate courts from the foregoing (all of the foregoing, collectively, the following matters “New York Courts”), in respect of any claim or dispute arising out of or relating to this Agreement shall or the agreements delivered in connection herewith (including the Equity Commitment Letter, the Debt Financing Documents and the Guarantee) or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto (in each case, except to the extent any such action or proceeding mandatorily must be construed, performed and enforced brought in accordance with the Laws Bermuda). Each of the Cayman Islands parties irrevocably and unconditionally (i) agrees that any claim in respect of which any such action or proceeding may be heard and determined in the applicable New York Court, (ii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the applicable New York Court and (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the applicable New York Court, in each case, except to the extent any such action or proceeding mandatorily must be brought in Bermuda. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to service of process in the manner provided for notices in Section 9.4. Without limiting the obligations of the parties to provide notice as set forth in Section 9.4, each party hereto irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process in any such action or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the aforesaid courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law. Notwithstanding the foregoing, each of the parties hereby irrevocably submit agrees that it will not bring or support any claim, controversy, dispute or cause of action of any kind or nature (whether based upon contract, tort or otherwise) against any Debt Financing Source in any way relating to the non-exclusive jurisdiction Debt Financing Documents, the Debt Financing, this Agreement or any of the courts of the Cayman Islands: the Mergertransactions contemplated hereby or thereby, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions including any dispute arising under the laws of the State of New York out of or relating in any way to the Debt Financing Documents, or the performance thereof, in any forum other than the courts of England and that Section 9.11 of this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit apply to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Actionclaim, any claim that it is not subject personally to the jurisdiction controversy, dispute or cause 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 by this Agreement may not be enforced in or by any of the above-named courtsaction.

Governing Law; Jurisdiction. This THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. THIS AGREEMENT WILL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Grantor hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement shall or any of the other Loan Documents may be interpreted, construed and governed by and instituted or brought in accordance with the Laws courts of the State of New York without regard to or in the conflicts United States Courts located in the State of law principles New York, and the appellate courts from any thereof. Notwithstanding the foregoing, the following matters arising out as Secured Party may elect or in any other state or Federal court as Secured Party shall deem appropriate, and by execution and delivery of or relating to this Agreement shall be construedAgreement, performed Grantor hereby irrevocably accepts and enforced in accordance with the Laws of the Cayman Islands submits to, for itself and in respect of which the parties hereto hereby irrevocably submit to its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Grantor at the address set forth herein, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Secured Party to bring actions, suits or proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the Cayman Islands: United States of America, by suit on the Mergerjudgment, the vesting a certified or exemplified copy of which shall be conclusive evidence of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities fact and privileges, contracts, obligations, claims, debts and liabilities the amount of the Merger Sub in the Company, the cancellation liability. Secured Party and Grantor agree that such state and Federal courts of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 within the State of New York out have non-exclusive jurisdiction in respect of or any claims brought under the Cape Town Treaty relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsAircraft.

Governing Law; Jurisdiction. This Agreement shall 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 Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, 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 Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and 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 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 relating to this Agreement shall be heard and determined exclusively claim in any New York federal such court sitting that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Corporation Service Company at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000-0000, as its authorized agent in the 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 the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, upon which process may be served in any such Actionsuit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 17.03, shall be deemed in every respect effective service of process upon the Company in any claim such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Indenture. The obligation of the Company pursuant to this Indenture in respect of any sum due to any Holder or the Trustee shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day following receipt by such Person of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Person 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 Person hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Person hereunder, such Person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Person hereunder. To the extent that it is not subject personally to the Company has or hereafter acquires any immunity from the jurisdiction of the above-named courtsany court or from any legal process by reason of sovereignty (whether through service of notice, that its property is exempt or immune from attachment or prior to judgment, attachment in aid of execution, that execution or otherwise) with respect to itself or its property, the Action is brought Company irrevocably waives, to the fullest extent permitted by law, such immunity in an inconvenient forum, that the venue respect of the Action is improper, or that its obligations under this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsIndenture.