Common use of Governing Law; Submission to Jurisdiction Clause in Contracts

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Holder and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Holder and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Holder and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its'/their reasonable legal costs and expenses relating to such action or proceeding and/or and incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Underwriter's Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State state without giving effect to the rules of said State state governing the conflicts of laws. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Representative Company and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Washington or of the United States of America for the Southern Western District of New YorkWashington, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Company and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section SECTION 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and each Warrant Certificate issued hereunder interpretation of the Transaction Documents shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and for all purposes defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced commenced exclusively in the state and federal courts sitting in the County of New York, in the State of New York or York. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States of America for state and federal courts sitting in the Southern District County of New York, and irrevocably submits in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon enforcement of any of the CompanyTransaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the Representative jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and the Holders (at the option of the party bringing consents to process being served in any such actionsuit, action or proceeding or claim) may be served by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and shall be legal and binding upon the party so served to limit in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) way any right to serve process in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereformanner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Representatives and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Representatives and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Representatives and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative ___________ and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative _______________ and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative ___________ and the Holders Holder(s) (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative _______________ and the Holders Holder(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the its rules of said State governing the conflicts of laws. The Company, the Representative Company and the Holders Representatives hereby agree that any action, proceeding or claim against it or them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Representatives hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Representative and the Holders Representatives (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth provided for in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Company and the Holders Representatives agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder all disputes or controversies arising out of or relating to this Agreement or the Transactions shall be deemed to be a contract made under governed by, and construed in accordance with, the internal laws of the State of New York and for all purposes shall be construed in accordance with the laws York, without regard to principals of said State without giving effect to the rules of said State governing the conflicts of laws. The CompanyEach Party agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, the Representative and Ancillary Documents or the Holders hereby agree that any actionTransactions, proceeding or claim against it arising out of, or relating exclusively in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New YorkYork or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement, the Ancillary Documents or the Transactions (a) irrevocably submits to such jurisdictionthe exclusive jurisdiction of the Chosen Courts, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive (b) waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served laying venue in any actionsuch action or proceeding in the Chosen Courts, proceeding or claim. The Company, the Representative and the Holders agree (c) waives any objection that the prevailing party(iesChosen Courts are an inconvenient forum or do not have jurisdiction over either Party hereto, (d) agrees that service of process upon such Party in any such action or proceeding shall be entitled effective if notice is given in accordance with Section 7.3 of this Agreement, although nothing contained in this Agreement shall affect the right to recover serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 7.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the other party(ies) world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred judgment in connection with the preparation thereforany such jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and each Warrant Certificate issued hereunder interpretation of the Transaction Documents shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York York. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and for all purposes defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be construed commenced exclusively in accordance with the laws state and federal courts sitting in the City of said State without giving effect New York. Each party hereby irrevocably submits to the rules exclusive jurisdiction of said State governing the conflicts of laws. The Company, the Representative state and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced federal courts sitting in the courts of the State of New York or of the United States of America for the Southern District City of New York, and irrevocably submits Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon enforcement of any of the CompanyTransaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the Representative jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and the Holders (at the option of the party bringing consents to process being served in any such action, proceeding Action or claim) may be served Proceeding by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 5.5 hereof, the prevailing party in such Action or Proceeding shall be legal reimbursed by the non-prevailing party for its reasonable attorneys' fees and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the investigation, preparation thereforand prosecution of such Action or Proceeding.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and each Warrant Certificate issued hereunder interpretation of the Transaction Documents shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect regard to the rules principles of said State governing the conflicts of lawslaw thereof. The Company, Each party hereby irrevocably submits to the Representative exclusive jurisdiction of the state and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced federal courts sitting in the courts of the State of New York or of the United States of America for the Southern District City of New York, and irrevocably submits borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon enforcement of any of the CompanyTransaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or Action, any claim that it is not personally subject to the Representative jurisdiction of any such court, that such suit, action or Action is improper or inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process and the Holders (at the option of the party bringing consents to process being served in any such actionsuit, proceeding action or claim) may be served Action by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and shall be legal and binding upon the party so served to limit in any action, proceeding or claimway any right to serve process in any manner permitted by law. The Companyparties hereby waive all rights to a trial by jury. If either party shall commence an action or Action to enforce any provisions of the Transaction Documents, the Representative and the Holders agree that then the prevailing party(ies) party in any such action or proceeding Action shall be entitled to recover from reimbursed by the other party(ies) all of its/their reasonable legal party for its attorneys' fees and other costs and expenses relating to incurred with the investigation, preparation and prosecution of such action or proceeding and/or incurred in connection with the preparation thereforAction.

Governing Law; Submission to Jurisdiction. This Agreement and each Underwriters' Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State state without giving effect to the rules of said State state governing the conflicts of laws. The Company, the Representative Underwriters and the Holders hereby each agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriters and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction Jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(iespart(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and each interpretation of this Purchase Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal action, claim, suit, investigation or proceeding (“Proceedings”) concerning the interpretations, enforcement and for all purposes defense of the transactions contemplated by this Purchase Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be construed commenced exclusively in accordance with the laws state and federal courts sitting in the City of said State without giving effect New York. Each party hereby irrevocably submits to the rules exclusive jurisdiction of said State governing the conflicts of laws. The Company, the Representative state and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced federal courts sitting in the courts of the State of New York or of the United States of America for the Southern District City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Purchase Warrant), and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive waives, and agrees not to assert in any objection Proceeding, any claim that it is not personally subject to the jurisdiction of any such exclusive jurisdiction court, that such Proceeding is improper or is an inconvenient forumvenue for such Proceeding. Any Each party hereby irrevocably waives personal service of process and consents to process being served in any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served Proceeding by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Purchase Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence a Proceeding to enforce any provisions of this Purchase Warrant, then the prevailing party in such Proceeding shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from reimbursed by the other party(ies) all of its/their party for its reasonable legal attorneys’ fees and other costs and expenses relating to such action or proceeding and/or incurred in connection with the investigation, preparation thereforand prosecution of such Proceeding.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws, except that matters concerning the validity of the issuance of securities shall be determined and construed in accordance with the laws of the State of Delaware. The Company, the Representative Underwriters and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriters and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Holder and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Holder and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Holder and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its'/their reasonable legal costs and expenses relating to such action or proceeding and/or and incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Each of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect Guarantors hereby submits to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or nonexclusive jurisdiction of the United States of America District Court for the Southern District of New YorkYork and of any New York State court sitting in the Borough of Manhattan in The City of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Guarantors irrevocably waives, and irrevocably submits to such jurisdictionthe fullest extent permitted by law, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection which it may now or hereafter have to the laying of the venue of any such exclusive jurisdiction or proceeding brought in such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum. Any such Each Guarantor hereby irrevocably appoints C.T. Corporation System its authorized agent to accept and acknowledge service of any and all process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) which may be served in any suit, action or proceeding of the nature referred to in this Section 5.07 and consents to process being served in any such suit, action or proceeding upon C.T. Corporation System in any manner or by transmitting the mailing of a copy thereof, thereof by registered or certified mail, postage prepaid, return receipt requested, postage prepaid, addressed to it at the such Guarantor’s address as set forth referred to in Section 14 hereof5.01. Such mailing Each Guarantor agrees that such service (i) shall be deemed personal in every respect effective service and shall be legal and binding of process upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 5.07 shall be entitled affect the right of any Agent or other Finance Party to recover from serve process in any manner permitted by law or limit the right of any Agent or other party(ies) all Finance Party to bring proceedings against any Guarantor in the courts of its/their reasonable legal costs and expenses relating to such action any jurisdiction or proceeding and/or incurred in connection with the preparation thereforjurisdictions.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder all disputes or controversies arising out of or relating to this Agreement shall be deemed to be a contract made under governed by, and construed in accordance with, the internal laws of the State of New York and for all purposes shall be construed in accordance with the laws York, without regard to principals of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree Each Party agrees that it shall bring any action, proceeding or litigation with respect to any claim against it arising out ofof or related to this Agreement, or relating exclusively in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New YorkYork or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (a) irrevocably submits to such jurisdictionthe exclusive jurisdiction of the Chosen Courts, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive (b) waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served laying venue in any actionsuch action or proceeding in the Chosen Courts, proceeding or claim. The Company, the Representative and the Holders agree (c) waives any objection that the prevailing party(iesChosen Courts are an inconvenient forum or do not have jurisdiction over either Party, (d) agrees that service of process upon such Party in any such action or proceeding shall be entitled effective if notice is given in accordance with 13 of this Agreement, although nothing contained in this Agreement shall affect the right to recover serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 14 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the other party(ies) world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred judgment in connection with the preparation thereforany such jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.return

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. SELECTION OF FORUM; WAIVER OF TRIAL BY JURY. THIS AGREEMENT 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. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by, and interpreted in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such State. All actions and proceedings arising out of or relating to this Agreement, including the resolution of any and all disputes hereunder (but excluding any action or proceeding for all purposes shall be construed recognition or enforcement of any judgment in accordance connection with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any actionsuch actions, proceeding or claim against it arising out ofdisputes) shall be subject to the exclusive jurisdiction of the state and federal courts located in Chicago, or relating in any way toIllinois, and the Parties to this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection submit to such the exclusive jurisdiction or inconvenient forum. Any of such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) courts in any such action or proceeding shall be entitled and irrevocably waive the defense of an inconvenient forum to recover from the other party(ies) all maintenance of its/their reasonable legal costs and expenses relating to any such action or proceeding and/or incurred proceeding. Notwithstanding the foregoing, a Party may join another Party to a pending action in connection with another jurisdiction initiated by a third party. Each Party acknowledges and agrees that any controversy which may arise under this agreement is likely to involve complicated and difficult issues and, therefore, each Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this agreement or the preparation therefortransactions contemplated by this agreement. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each such Party understands and has considered the implications of this waiver, (iii) each such Party makes this waiver voluntarily, and (iv) each such Party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 21.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and for all purposes shall to be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of performed entirely within the State of New York York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. The Company and Holder irrevocably and unconditionally submit to the exclusive jurisdiction of the United States of America District Court for the Southern District of New YorkYork or, and irrevocably submits to if such Court does not have jurisdiction, which jurisdiction shall the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Purchase Option, agree that all claims in respect of the action may be exclusiveheard and determined in any such Court and agree not to bring any action arising out of or relating to this Purchase Option in any other court. The CompanyIn any action, the Representative Company and Holder irrevocably and unconditionally waive and agree not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the Holders hereby irrevocably waive jurisdiction of any objection to such exclusive jurisdiction Court, that such action is brought in an inconvenient forum or inconvenient forumthat the venue of such action is improper. Any such process or summons to be served upon any of Without limiting the Companyforegoing, the Representative Company and Holder agree that the Holders (at the option service of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it process at the address as set forth provided in Section 14 hereof. Such mailing 8.3 shall be deemed personal effective service and shall be legal and binding upon the party so served in any action, proceeding or claimof process on such party. The Company, the Representative Company and the Holders Holder agree that the prevailing party(ies) party in any such action or proceeding shall be entitled to recover from the other party(ies) party all of its/their its reasonable legal costs attorneys’ fees and expenses relating to such action or proceeding and/or or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Underwriter's Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State state without giving effect to the rules of said State state governing the conflicts of laws. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and for all purposes shall to be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of performed entirely within the State of New York York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. The Company and Holder irrevocably and unconditionally submit to the exclusive jurisdiction of the United States of America District Court for the Southern District of New YorkYork or, and irrevocably submits to if such Court does not have jurisdiction, which jurisdiction shall the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Purchase Option, agree that all claims in respect of the action may be exclusiveheard and determined in any such Court and agree not to bring any action arising out of or relating to this Purchase Option in any other court. The CompanyIn any action, the Representative Company and Holder irrevocably and unconditionally waive and agree not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the Holders hereby irrevocably waive jurisdiction of any objection to such exclusive jurisdiction Court, that such action is brought in an inconvenient forum or inconvenient forumthat the venue of such action is improper. Any such process or summons to be served upon any of Without limiting the Companyforegoing, the Representative Company and Holder agree that the Holders (at the option service of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it process at the address as set forth provided in Section 14 hereof. Such mailing 8.3 shall be deemed personal effective service and shall be legal and binding upon the party so served in any action, proceeding or claimof process on such party. The Company, the Representative Company and the Holders Holder agree that the prevailing party(ies) party in any such action or proceeding shall be entitled to recover from the other party(ies) party all of its/their its reasonable legal costs attorneys’ fees and expenses relating to such action action, claim or proceeding and/or or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Warrant Holder and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Warrant Holder and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Warrant Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Warrant Holder and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed in accordance with the laws law of the State of New York York. Each of the parties hereto irrevocably and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or claim against it arising out ofdescription, whether in law or relating equity, whether in contract or in tort or otherwise, in any way to, relating to this Agreement shall be brought and enforced or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York or sitting in New York County, and of the United States District Court of America for the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative courts and the Holders hereby irrevocably waive agrees that all claims in respect of any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, litigation or proceeding or claim) may be served heard and determined in such New York State court or, to the fullest extent permitted by transmitting applicable law, in such federal court. Each of the parties hereto agrees that a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) final judgment in any such action action, litigation or proceeding shall be entitled conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably waives, to recover from the other party(ies) all fullest extent permitted by law, any objection which it may now or hereafter have to the laying of its/their reasonable legal costs the venue of any such proceeding brought in such a court and expenses relating to any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Subsidiary Borrower hereby agrees that service of process in any action or proceeding and/or incurred brought in connection with any New York State court or in federal court may be made upon the preparation thereforCompany at its offices specified in Section 10.1, and such Subsidiary Borrower hereby irrevocably appoints the Company to give any notice of any such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Company and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Company and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Company and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(iespart(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Representative Company and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Florida or of the United States of America for the Southern District of New Yorksitting in Florida, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Company and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and for all purposes defense of the transactions contemplated by this Agreement and (whether brought against a party hereto or its respective affiliates, directors, officers, members, partners, members, employees or agents) shall be construed commenced exclusively in accordance with the laws state and federal courts sitting in the City of said State without giving effect New York. Each party hereby irrevocably submits to the rules exclusive jurisdiction of said State governing the conflicts of laws. The Company, the Representative state and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced federal courts sitting in the courts of the State of New York or of the United States of America for the Southern District City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive waives, and agrees not to assert in any objection suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such exclusive jurisdiction court, that such suit, action or proceeding is improper or is an inconvenient forumvenue for such proceeding. Any Each party hereby irrevocably waives personal service of process and consents to process being served in any such process suit, action or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and shall be legal and binding upon the party so served to limit in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) way any right to serve process in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereformanner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Representatives and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Representatives and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Representatives and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and for all purposes shall to be construed performed in accordance with that State, including, without limitation, Sections 5-1401 and 5-1402 of the laws of said State without giving effect to New York General Obligations Law and the rules of said State governing the conflicts of lawsNew York Civil Practice Laws and Rules 327(b). The Company, the Representative and the Holders Company hereby agree agrees that any action, proceeding or claim against it arising out of, of or relating in any way to, to this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders Company hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) Company may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served Company in any action, proceeding or claim. The Company, the Representative Company and the Holders Holder agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its reasonable legal costs attorneys, fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. Venue; Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws other Credit Documents and the rights ---------- rights and obligations of the State of New York parties hereunder and for all purposes thereunder shall be construed in accordance with and be governed by the laws law of said the State without giving effect of New York. Any legal action or proceeding with respect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall or any other Credit Document may be brought and enforced in the courts of the State of New York sitting in the Borough of Manhattan or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably submits to such jurisdictionaccepts for itself and in respect of its property, which jurisdiction shall be exclusive. The Companygenerally and unconditionally, the Representative and jurisdiction of the Holders hereby aforesaid courts. Each Credit Party further irrevocably waive any objection consents to such exclusive jurisdiction or inconvenient forum. Any such the service of process or summons to be served upon out of any of the Company, aforementioned courts in any such action or proceeding by the Representative and the Holders (at the option mailing of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, copies thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 11.03, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the address date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as set forth its agent for service of process in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in respect of any such action or proceeding proceeding. Nothing herein shall be entitled affect the right of the Administrative Agent, any Lender to recover from the serve process in any other party(ies) all of its/their reasonable manner permitted by law or to commence legal costs and expenses relating to such action proceedings or proceeding and/or incurred otherwise proceed against any Credit Party in connection with the preparation thereforany other jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and each Agent's Warrant and Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and for all purposes shall to be construed in accordance with the laws of performed wholly within said State without giving effect to the rules of said State governing the conflicts of lawsState. The Company, the Representative Agent and each of the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or York, and any Federal court located in the County of the United States of America for the Southern District of New YorkManhattan, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Agent and each of the Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Agent and any of the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 11 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The CompanyCompany and each Holder, the Representative and the Holders agree by its acceptance of an Agent's Warrant, agrees that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder all disputes or controversies arising out of or relating to this Agreement shall be deemed to be a contract made under governed by, and construed in accordance with, the internal laws of the State of New York and for all purposes shall be construed in accordance with the laws York, without regard to principals of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree Each Party agrees that it shall bring any action, proceeding or litigation with respect to any claim against it arising out ofof or related to this Agreement, or relating exclusively in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New YorkYork or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (a) irrevocably submits to such jurisdictionthe exclusive jurisdiction of the Chosen Courts, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive (b) waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served laying venue in any actionsuch action or proceeding in the Chosen Courts, proceeding or claim. The Company, the Representative and the Holders agree (c) waives any objection that the prevailing party(iesChosen Courts are an inconvenient forum or do not have jurisdiction over either Party, (d) agrees that service of process upon such Party in any such action or proceeding shall be entitled effective if notice is given in accordance with Section 10 of this Agreement, although nothing contained in this Agreement shall affect the right to recover serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 12 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the other party(ies) world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred judgment in connection with the preparation thereforany such jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriters and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriters and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriters and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Representatives and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Representatives and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Representatives and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriter and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its'/their reasonable legal costs and expenses relating to such action or proceeding and/or and incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York York. Without limiting the foregoing, the above choice of law is expressly agreed to by the Securities Intermediary, the Collateral Agent, the Custodial Agent and the Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, in connection with the establishment and maintenance of the Collateral Account, which law, for all purposes of the Code, shall be construed in accordance with deemed to be the laws law governing all Security Entitlements related thereto. In addition, such parties agree that, for purposes of said State without giving effect to the rules of said State governing Code, New York shall be the conflicts of lawsSecurities Intermediary's jurisdiction. The Company, the Representative Collateral Agent, and the Holders hereby agree from time to time of Equity Security Units and Stripped Units, acting through the Purchase Contract Agent as their attorney-in-fact, each submit to the jurisdiction of the courts of the State of New York and the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent, and the Holders from time to time of Equity Security Units and Stripped Units, acting through the Purchase Contract Agent as their attorney-in-fact, each waive any objection that any actionof them may have to the venue of any suit, action or proceeding or claim against it arising out of, or relating in any way to, with respect to this Agreement shall be brought and enforced or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America for America, in each case located in the Southern District Borough of Manhattan, City of New York and State of New York, and irrevocably submits to or that such jurisdictionsuit, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled brought in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and State of New York, was brought in an inconvenient court and agrees not to recover from plead or claim the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforsame.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and each Warrant Certificate issued hereunder interpretation of the Transaction Documents shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York York. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and for all purposes defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be construed commenced exclusively in accordance with the laws state and federal courts sitting in the City of said State without giving effect New York. Each party hereby irrevocably submits to the rules exclusive jurisdiction of said State governing the conflicts of laws. The Company, the Representative state and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced federal courts sitting in the courts of the State of New York or of the United States of America for the Southern District City of New York, and irrevocably submits Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon enforcement of any of the CompanyTransaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the Representative jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and the Holders (at the option of the party bringing consents to process being served in any such action, proceeding Action or claim) may be served Proceeding by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 5.5 hereof, the prevailing party in such Action or Proceeding shall be legal reimbursed by the non-prevailing party for its reasonable attorneys’ fees and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the investigation, preparation thereforand prosecution of such Action or Proceeding.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its'/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Holder and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Holder and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Holder and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its'/their reasonable legal costs and expenses relating to such action or proceeding and/or and incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder all disputes or controversies arising out of or relating to this Agreement shall be deemed to be a contract made under governed by, and construed in accordance with, the internal laws of the State of New York and for all purposes shall be construed in accordance with the laws York, without regard to principals of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree Each Party agrees that it shall bring any action, proceeding or litigation with respect to any claim against it arising out ofof or related to this Agreement, or relating exclusively in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New YorkYork or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (a) irrevocably submits to such jurisdictionthe exclusive jurisdiction of the Chosen Courts, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive (b) waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served laying venue in any actionsuch action or proceeding in the Chosen Courts, proceeding or claim. The Company, the Representative and the Holders agree (c) waives any objection that the prevailing party(iesChosen Courts are an inconvenient forum or do not have jurisdiction over either Party, (d) agrees that service of process upon such Party in any such action or proceeding shall be entitled effective if notice is given in accordance with Section 13 of this Agreement, although nothing contained in this Agreement shall affect the right to recover serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 14 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the other party(ies) world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred judgment in connection with the preparation thereforany such jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Placement Agent and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Placement Agent and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Placement Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Placement Agent and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and for all purposes defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced commenced exclusively in the state and federal courts sitting in the County of New York, in the State of New York or York. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States of America for state and federal courts sitting in the Southern District County of New York, in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive waives, and agrees not to assert in any objection suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such exclusive jurisdiction court, that such suit, action or proceeding is improper or is an inconvenient forumvenue for such proceeding. Any Each party hereby irrevocably waives personal service of process and consents to process being served in any such process suit, action or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and shall be legal and binding upon the party so served to limit in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) way any right to serve process in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereformanner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be deemed to be a contract made under governed by, and construed in accordance with, the internal laws of the State of New York and for all purposes shall be construed in accordance with York, without regard to the laws of said State without giving effect to the rules any other jurisdiction that might be applied because of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts laws principles of the State of New York or (other than section 5 1401 of the United States New York General Obligations Law). Each of America for the Southern District parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in the Borough of Manhattan in The City of New YorkYork (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the parties hereby irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Companyaforesaid courts for itself and with respect to its property, the Representative generally and the Holders (at the option of the party bringing such actionunconditionally, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed with regard to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all arising out of its/their reasonable legal costs and expenses or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to 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 further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding and/or incurred arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in connection with New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the preparation thereforsuit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Company and the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern Eastern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Texas and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said such State governing the conflicts of laws. The Company, the Representative HOLDER and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Texas or of the United States of America for the Southern Northern District of New YorkTexas, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative HOLDER and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative HOLDER and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative HOLDER and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the its rules of said State governing the conflicts of laws. The Company, the Representative Company and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, of or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Representative and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Company and the Holders Holder agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed in accordance with the laws of the State of New York and for York; provided that as to Collateral located in any jurisdiction other than the State of New York, the Collateral Agent, on behalf of Purchaser, shall have all purposes shall be construed in accordance with of the rights to which a secured party is entitled under the laws of said State without giving effect to the rules such other jurisdiction. No claim, counterclaim or dispute of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding kind or claim against it nature whatsoever arising out of, of or relating in any way to, relating to this Agreement shall (“Claim”) may be brought and enforced commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or of in the United States of America District Court for the Southern District of New York, or in the courts of the domicile of each of the parties hereto, in respect of actions brought against any such party as a defendant, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the parties hereto consents and irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and personal service with respect thereto. Each of the parties hereto hereby consents to personal jurisdiction, service and venue in any court in which jurisdiction shall be exclusiveany Claim arising out of or in any way relating to this Agreement is brought by any third party against the Collateral Agent or any indemnified party. The CompanyEach of the parties hereto (each on its behalf and, to the Representative extent permitted by applicable law, on behalf of its stockholders and affiliates) irrevocably and unconditionally waives, to the Holders hereby irrevocably waive extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any such exclusive Claim, (ii) all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement, (iii) any other jurisdiction to which it may otherwise be entitled and (iv) any right to which it may be entitled, on account of place of residence or inconvenient forumdomicile. Any such process or summons to be served upon any Each of the Company, the Representative and the Holders (at the option of the party bringing parties agrees that a final judgment in any such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth counterclaim brought in Section 14 hereof. Such mailing any such court shall be deemed personal service and shall be legal conclusive and binding upon such party and may be enforced in any other courts to the jurisdiction of which such party so is or may be subject, by suit upon such judgment. Pledgor hereby appoints, and further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect until the termination of this Agreement from the date hereof, without power of revocation, CT Corporation System as its agent to accept and acknowledge on its behalf service of any and all process that may be served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) counterclaim in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses way relating to such action or proceeding and/or incurred in connection with arising out of this Agreement (the preparation therefor“Process Agent”). In the event that CT Corporation System has ceased to serve as Process Agent, Pledgor agrees to notify the Collateral Agent and Purchaser of a successor Process Agent within ten (10) Business Days.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it any of them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This ----------------------------------------- Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Sellers and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Delaware or of the United States of America for the Southern District of New YorkDelaware, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Sellers and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Sellers and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth referred to in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Sellers and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its(their) reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and for all purposes shall to be construed in accordance with the laws of performed wholly within said State without giving effect to the rules of said State governing the conflicts of lawsState. The Company, the Representative Agent and each of the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of York, and any Federal court located in the United States of America for the Southern District County of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Agent and each of the Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Agent and any of the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 11 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The CompanyCompany and each Holder, the Representative and the Holders agree by its acceptance of a Warrant Certificate, agrees that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State of New York without giving effect to the rules of said State of New York governing the conflicts of laws. The Company, the Representative Underwriter and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/its their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to construed and enforced in accordance with, and the rights of the Parties shall be a contract made under governed by, the laws Internal Law of the State of New York York. THE COMPANY HEREBY SUBMITS TO THE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO THE SOLE AND ABSOLUTE ELECTION OF THE REQUIRED HOLDER(S) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE NOTES SHALL BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURTS. 11O. SEVERALTY OF OBLIGATIONS. The sales of Notes to the Purchasers are to be several sales, and for all purposes the obligations of Prudential and the Purchasers under this Agreement are several obligations. No failure by Prudential or any Purchaser to perform its obligations under this Agreement shall relieve Prudential, any other Purchaser or the Company of any of its obligations hereunder, and neither Prudential nor any Purchaser shall be construed in accordance with responsible for the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out obligations of, or relating in any way toaction taken or omitted by, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to any other such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforPerson hereunder.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Representative Company and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Washington or of the United States of America for the Southern Western District of New YorkWashington, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Company and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may claim)may be served by transmitting a copy thereof, by registered or certified mail, ,return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws, except that matters concerning the validity of the issuance of securities shall be determined and construed in accordance with the laws of the State of Florida. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement ----------------------------------------- and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal ------- service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriters and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriters and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriters and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement Representative's Warrant has been prepared, negotiated and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of delivered in the State of New York and for shall, in all purposes shall respects, be governed by and construed in accordance with the laws of said State such State, without giving effect to the rules of said State governing principles thereof relating to the conflicts conflict of laws. The Company, the Representative and the any other Holders or any assignees thereof hereby agree that any action, proceeding or claim against it arising out of, or relating such person in any way to, arising out of or relating to this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for located in the Southern District County of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the any Holders and/or assignees thereof hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Representative, any Holders or any assignee thereof (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it such person at the address as set forth in Section 14 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the any Holders and their respective assignee(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Underwriter's Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each -------------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Holder and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Holder and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Holder and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its'/their reasonable legal costs and expenses relating to such action or proceeding and/or and incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Agent and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District Stave of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Agent and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Agent and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the its rules of said State governing the conflicts of laws. The Company, the Representative Company and the Holders Placement Agent hereby agree that any action, proceeding or claim against it arising out of, of or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Placement Agent hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Representative and the Holders Placement Agent (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth referred to in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Company and the Holders Placement Agent agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Purchase Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed and enforced in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to the rules of said State governing the conflicts conflict of laws. The CompanyCompany and, by accepting this Purchase Warrant, the Representative and the Holders Holder each hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, to this Agreement shall Purchase Warrant may be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be non-exclusive. The CompanyCompany and, by accepting this Purchase Warrant, the Representative and the Holders Holder each hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) Holder may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 9 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served Company or the Holder in any action, proceeding or claim. The Company, the Representative Company and the Holders Holder agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its reasonable legal costs attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State State, without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Josephthal and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Josephthal and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Josephthal and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Josephthal and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State State, without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Rockwood and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Rockwood and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Rockwood and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Rockwood and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all the purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Company and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Company and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Company and the Holders Holder agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed in accordance with the laws of the State of New York applicable to contracts between New York residents entered into and for all purposes shall to be construed in accordance with performed entirely within the laws State of said State without giving effect New York. Each of the Parent and the Company hereby irrevocably submits to the rules jurisdiction of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or and of the courts of the United States of America having jurisdiction in the State of New York for the Southern District purpose of any legal action or proceeding in any such court with respect to, or arising out of, this Agreement. Each of the Parent and the Company designates and appoints Prentice Hall Legal & Financial Services, 00 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and its successors as its lawful agent in the United States of America upon which may be served and which may accept and acknowledge, for and on behalf of it all process in any action, suit or proceedings that may be brought against it in any of the courts referred to in this Section 11(a), and agrees that such service of process, or the acceptance or acknowledgment thereof by said agent, shall be valid, effective and binding in every respect; provided, however, that if said agency shall cease for any reason whatsoever, it hereby designates and appoints, without power or revocation, the Secretary of State of the State of New York, and irrevocably submits York to such jurisdiction, which jurisdiction serve as its agent for service of process. If any Holder shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such cause process or summons to be served upon any the Parent or the Company by being served upon such agent, a copy of such process shall also be mailed to the Parent or the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereofas applicable, by registered or certified mail, return receipt requested, first class postage prepaid, addressed to it at the Parent's or the Company's, as applicable, address as set forth in Section 14 11(d) hereof. Such mailing Nothing contained in this Section 11(a) shall be deemed personal service and shall be legal and binding upon limit the party so served right of any Holders to take proceedings against the Parent or the Company in any actionother court of competent jurisdiction nor, proceeding by virtue of anything contained herein, shall the taking of proceedings in one or claim. The Company, more jurisdiction preclude the Representative and the Holders agree that the prevailing party(ies) taking of proceedings in any such action other jurisdiction whether concurrently or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefornot.

Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Texas and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said such State governing the conflicts of laws. The Company, the Representative __________ and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Texas or of the United States of America for the Southern Northern District of New YorkTexas, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative __________ and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative __________ and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under construed in accordance with and governed by the laws of the State of New York Connecticut applicable to agreements made and to be performed wholly within that jurisdiction. Each party hereto, for itself and its successors and assigns, irrevocably agrees that any suit, action or proceeding arising out of or relating to this Agreement may be instituted only in the Superior Court of the State of Connecticut or in the absence of jurisdiction, any federal court sitting in the State of Connecticut, and generally and unconditionally accepts and irrevocably submits to the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby from which no appeal has been taken or is available in connection with this Agreement. Each party, for itself and its successors and assigns, irrevocably waives any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, including any objection based on the grounds of forum non conveniens, in the aforesaid courts. Each of the parties, for itself and its successors and assigns, irrevocably agrees that all purposes process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 5.01 or at such other address of which the other parties shall be construed have been notified in accordance with the laws provisions of said State without giving effect Section 5.01, such service being hereby acknowledged by the parties to be effective and binding service in every respect. Nothing herein shall affect the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating right to serve process in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served other manner permitted by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforlaw.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Agent and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Agent and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Agent and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or landlord incurred in connection with the preparation therefortherefore.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York ____________ and for all purposes shall be construed in accordance with the laws of said State of __________________ without giving effect to the rules of said State of New York governing the conflicts of laws. The Company, the Representative Underwriter and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York ________________ or of the United States of America for the Southern District of New York__________________, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/its their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each ------------------------------------------ Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Agent and the Holders by accepting Warrants issued pursuant to this Agreement, hereby agree that any action, proceeding or claim against it or them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the United States and the State of New York or of located in the United States of America for the Southern District City of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Agent and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Agent and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and each Warrant Certificate issued hereunder interpretation of the Transaction Documents shall be deemed to be a contract made under governed by and construed and enforced in accordance with the internal laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect regard to the rules principles of said State governing the conflicts of lawslaw thereof. The CompanyEach party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, transactions contemplated by this Agreement shall and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents)shall be brought and enforced commenced exclusively in the state and federal courts sitting in the County of New York, in the State of New York or York. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States of America for state and federal courts sitting in the Southern District County of New York, and irrevocably submits in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon enforcement of any of the CompanyTransaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the Representative jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and the Holders (at the option of the party bringing consents to process being served in any such actionsuit, action or proceeding or claim) may be served by transmitting mailing a copy thereof, by thereof via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address as set forth in Section 14 hereofeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and shall be legal and binding upon the party so served to limit in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) way any right to serve process in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereformanner permitted by law.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.other

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and for all purposes shall to be construed in accordance with the laws of performed wholly within said State without giving effect to the rules of said State governing the conflicts of lawsState. The Company, the Representative Guarantor and each of the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of York, and any Federal court located in the United States of America for the Southern District County of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Guarantor and each of the Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Guarantor and any of the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The CompanyCompany and each Holder, the Representative and the Holders agree by its acceptance of a Warrant Certificate, agrees that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Representative Company and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Florida or of the United States of America for the Southern District of New Yorksitting in Florida, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Company and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. 13 hereof Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Texas and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said such State governing the conflicts of laws. The Company, the Representative XXXXXXXXX and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Texas or of the United States of America for the Southern Northern District of New YorkTexas, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative XXXXXXXXX and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative XXXXXXXXX and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative XXXXXXXXX and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriter and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and Underwriter a nd the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its'/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Representative Company and the Holders Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Washington or of the United States of America for the Southern Western District of New YorkWashington, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative Company and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. (a) This Agreement and each Warrant Certificate the Representative’s Unit Option issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. (b) The Company, the Representative and the each other Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the each other Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the other Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth provided in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from [How do the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.Holders become bound by this provision?]

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriters and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriters and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriters and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Purchase Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed and enforced in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to conflict of laws principles thereof. Each of the rules of said State governing the conflicts of laws. The Company, the Representative Company and the Holders Holder hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, to this Agreement Purchase Warrant shall be brought and enforced in the courts located in The City of the New York, County of New York, and State of New York or of the United States of America for the Southern District of (each, a “New YorkYork Court”), and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Each of the Representative Company and the Holders Holder hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding Company or claim) Holder may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as their respective addresses set forth in Section 14 8.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served Company or Holder in any action, proceeding or claim. The Company, the Representative Company and the Holders Holder agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its reasonable legal costs attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any 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; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Company and the Holders each Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the State or Federal courts of located in the State of New York or of the United States of America for the Southern District of New YorkDelaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Company and the Holders each Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon the Company or any of the Company, the Representative and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Company and the Holders each Holder agree that the prevailing party(ies) party in any such action or proceeding shall be entitled to recover from the other party(ies) party all of its/their its reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement will be governed by and each Warrant Certificate issued hereunder shall be deemed to be a contract made under construed in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsYork. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any Each of the Company, the Representative International Underwriters and Agents agree that any suit, action or proceeding against them, arising out of or based upon this Agreement or the Holders (at transactions contemplated hereby, may be instituted in any State or federal court in the option Borough of Manhattan, City of New York, New York, or in the competent courts of their own corporate domiciles with respect to actions brought against any of them as a defendant, and waive any objection which they may now or hereafter have to the laying of venue of any such proceeding and any right to which any of them may be entitled on account of places of residence or domicile, and irrevocably submit to the jurisdiction of such courts in any suit, action or proceeding. The Company has appointed the New York office of the party bringing such actionCompany, proceeding or claimlocated at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any actionsuit, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or federal court in the City of New York, New York, by any International Underwriter or Agent, the directors, officers, employees and agents of any International Underwriter or Agent, or by any person who controls any International Underwriter or Agent, and expressly accepts the jurisdiction of any such court in respect of any such suit, action or proceeding. The designation and appointment of the Authorized Agent shall become effective immediately without any further action on the part of the Company and such appointment shall be entitled irrevocable to recover from the other party(ies) extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 13 and reasonably satisfactory to the International Underwriters. If the Authorized Agent shall cease to act as agent for services of process for the Company, or shall no longer maintain an office in New York City, the Company shall appoint, without reasonable delay, another such agent, and notify the Representatives of such appointment. The Company hereby represents and warrants that the Authorized Agent has accepted such appointments and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of its/their reasonable legal costs any and expenses relating all documents that may be necessary to continue such action or proceeding and/or incurred appointment in connection with full force and effect as aforesaid. Subject to applicable law, service of process upon the preparation thereforAuthorized Agent shall be deemed, in every respect, effective service of process upon the Company.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Ryan, Beck and the Holders Holder hereby agree that any action, proceeding or claim against xxxim xxxinst it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Ryan, Beck and the Holders Holder hereby irrevocably waive any objection to such exclusive sxxx exxxxxive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Ryan, Beck and the Holders Holder(s) (at the option of the party bringing such actionsucx xxtixx, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Ryan, Beck and the Holders Holder(s) agree that the prevailing party(ies) in any such action xxx suxx xction or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Agents and the Holders each Holder hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the federal courts of the State of New York or of the United States of America for the Southern District of New Yorklocated in Wilmington, Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Agents and the Holders each Holder hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Agents and the Holders Holder(s) (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 16 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Agents and the Holders Holder(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by and construed and enforced in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to the rules of said State governing the conflicts conflict of laws. The Company, the Representative and the Holders Company hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, to this Agreement Purchase Option shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holders Company hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) Company may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereofGreenberg Traurig, LLP, 200 Park Avenue, 15th Floor, New York, New Yoxx 00000, Xxxxxxxon: Robxxx X. Xxxxx, Xxx. Such mailing shall be deemed personal Xxxx xxxxxxx xxxxx xx xxxxxx xxxxxnal service and shall be legal axx xxxxx xx xxxal and binding upon the party so served Company in any action, proceeding or claim. The Company, the Representative Company and the Holders Holder, by acceptance hereof, agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its reasonable legal costs attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State of New York without giving effect to the rules of said State of New York governing the conflicts of laws. The Company, the Representative Representatives and the any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the District Court of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Representatives and the any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Representatives and the any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/its their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and --------- --- ---------- -- ------------ each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Representative Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative Underwriter and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.prevailing

Governing Law; Submission to Jurisdiction. This Agreement Waiver of Jury Trial; Process Agent. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Seller and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect Buyer hereby submit to the rules nonexclusive jurisdiction of said State governing the conflicts of laws. The Company, the Representative and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or located in the Borough of Manhattan and the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusiveYork for purposes of adjudicating any claim or controversy arising in connection with this Agreement or any of the transactions contemplated hereby. The Company, the Representative Seller and the Holders Buyer hereby irrevocably waive waive, to the fullest extent they may lawfully do so, any objection which they may now or hereafter have to the laying of the venue of any such exclusive jurisdiction or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons Nothing in this Section 8.4 shall affect the right of any Person to be served upon bring any of the Company, the Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from against the Seller or the Buyer or their respective properties in the courts of other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforjurisdictions. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO ANY RELATIONSHIP ESTABLISHED IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Governing Law; Submission to Jurisdiction. This Agreement ----------------------------------------- and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said such State governing the conflicts of laws. The Company, Amoco, the Representative Holders and the Holders Securityholders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Texas or of the United States of America for the Southern Northern District of New YorkTexas (Fort Worth Division), and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Amoco, the Representative Holders and the Holders Securityholders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Representative and Amoco, the Holders or the Securityholders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth referred to in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Amoco, the Representative Holders and the Holders Securityholders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their its(their) reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement, and all matters arising out of or relating to this Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws any of the State transactions contemplated hereby, including, without limitation, the validity hereof and the rights and obligations of New York and for all purposes the parties hereunder, shall be construed in accordance with and governed by the laws of said State The Commonwealth of Massachusetts applicable to contracts made and to be performed entirely in such Commonwealth (without giving effect to the rules of said State governing the conflicts of lawslaws provisions thereof); provided, however, that the Merger shall be governed by the DGCL. The Company, parties hereto hereby irrevocably submit to the Representative and the Holders hereby agree that exclusive jurisdiction of any action, proceeding or claim against it court of competent civil jurisdiction sitting in The Commonwealth of Massachusetts over any action arising out of, of or relating in any way to, to this Agreement shall be brought and enforced in the courts or any of the State transactions contemplated hereby and each party hereto hereby irrevocably agrees that all claims in respect of New York or of the United States of America for the Southern District of New York, such action may be heard and irrevocably submits to determined in such jurisdiction, which jurisdiction shall be exclusivecourts. The Company, the Representative and the Holders parties hereto hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such exclusive jurisdiction action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Any such process or summons to be served upon any Each of the Company, parties hereto agrees that a judgment in such action may be enforced in other jurisdictions by suit on the Representative and the Holders (at the option judgment or in any other manner provided by any applicable Legal Requirement. Each of the party bringing such action, proceeding or claim) may be parties hereto hereby irrevocably consents to process being served by transmitting any party to this Agreement in any action by delivery of a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed thereof in accordance with the provisions of Section 11.3 and consents to the exercise of jurisdiction of the courts of The Commonwealth of Massachusetts over it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in its properties with respect to any action, proceeding or claim. The Company, the Representative and the Holders agree that the prevailing party(ies) in any such action suit or proceeding shall be entitled to recover from the other party(ies) all arising out of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with this Agreement or the preparation therefortransactions contemplated hereby or the enforcement of any rights under this Agreement.