Common use of Governing Law, Venue, etc Clause in Contracts

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s Representatives’ addresses shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Each of the Company and Representative agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of The Company irrevocably waives, to the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suitfullest extent permitted by law, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party that they may have now or hereafter have to the laying of venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York proceeding brought in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (a court and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in claim that any such suit, action or proceeding brought in the New York Supreme Court, County of New York, such a court has been brought in an inconvenient forum. Any such process or in the United States District Court for the Southern District of New York and agrees that service of process summons to be served upon the Company may be served by transmitting a copy thereof by registered or any such individual mailed by certified mail mail, return receipt requested, postage prepaid, addressed to it at the Company’s address set forth in Section 10.1 hereof. Such mailing shall be deemed in every respect effective personal service of process and shall be legal and binding upon the Company or any such individual in any such suitaction, proceeding or claim. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action or proceeding, and service of process upon based on this Agreement may be instituted by the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingcompetent court. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtCogency Global Inc., County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.111.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the conflict of laws principles thereof. Each application of the Representative and the substantive laws of another jurisdiction. The Company (and any individual signatory hereto): (i) hereby agrees that any legal suitaction, action proceeding or proceeding claim against it arising out of of, or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively brought and enforced in New York the Supreme Court, County of New York, York or in the United States District Court for the Southern District of New York; (ii) , and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection which to such party may have exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or hereafter have summons to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and be served upon the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York Section 11.1 hereof. Such mailing shall be deemed personal service and agrees that service of process shall be legal and binding upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suitaction, action proceeding or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingclaim. 10.6.311.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtGxxxxxxx Mxxxxx, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(iesparty (ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtXxXxxxxxx Will & Xxxxx, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtEllenoff Xxxxxxxx & Schole LLP, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Ellenoff Gxxxxxxx & Schole LLP, 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtAttn: Sxxxxx Xxxxxxxxx, County of New YorkEsq., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s Representatives’ addresses shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtEllenoff Gxxxxxxx & Schole LLP, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. The Company irrevocably appoints Loeb & Loeb, LLP, with offices at 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and its successors) as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 10.1, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company irrevocably appoints Loeb and Loeb, LLP as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 10.1, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. 10.6.3 THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. 10.6.4 The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtEllenoff Gxxxxxxx & Schole LLP, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Gxxxxxxx Mxxxxx 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000 Attn: Dxxxx Xxxx Xxxxxx, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtEsq., County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, York without giving effect to the conflict of laws principles thereoflaws. Each In the event of the Representative and any dispute under this Agreement, including, but not limited to, a failure by the Company (to pay any fees to the Underwriters, and/or then and any individual signatory hereto): in such event, each party hereto agrees that the dispute shall either be (i) agrees that any legal suit, action resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) or proceeding arising out (ii) brought and enforced in the courts of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in State of New York Supreme CourtYork, County of New YorkYork under the accelerated adjudication procedures of the Commercial Division, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to , in each event at the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction discretion of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) or commences an action in one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration shall be entitled to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be decided by the arbitrator[s] prior to the commencement of the hearings. The prevailing party shall move to confirm any arbitration award within ten (10) business days of receipt of the award and the losing party shall not oppose such application or seek to vacate the award. In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. Any such process, summons and/or complaint to be served upon a party may be served by transmitting a copy thereof by Federal Express or other overnight courier, addressed to such party at the address set forth at the beginning of this Agreement. Such delivery shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such suitaction shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees, action costs and expenses incurred in such action, proceeding or proceeding. 10.6.2arbitration. Each of In the Representative and alternative, the Company (and any individual signatory hereto) further agrees hereby appoints Xxxxxxxxx Xxxxxxx, LLP, 0000 Xxxxxx Xxxx., Xxxxx 0000, XxXxxx, Virginia 22102, Attn: Xxxxx Xxxxx, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to (i) take any and all action as may be necessary to maintain such suit, action designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement or proceeding (ii) notify the Representative in writing of the New York Supreme Court, County name and address of New York, or a replacement agent in the United States District Court for the Southern District of New York and agrees that to accept service of process upon the Company or and any such individual mailed by certified mail to other documents on the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3behalf. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s 's address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses 's address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the New York Supreme CourtXxxxxxxx, County of New York00xx Xxxxx, and the United States District Court for the Southern District of New York in any such suitXxx Xxxx, action or proceedingXxx Xxxx 00000, Fax No. 10.6.2. Each of the Representative and the Company : (and any individual signatory hereto000) further agrees 000-0000, Attn: Xxxxxx Xxxxxxxxx, Esq., as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s addresses address of each Representative shall be deemed in every respect effective service process upon the each Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT STATEMENT, THE SALE PRELIMINARY PROSPECTUS AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtXxxxxxxxx Traurig P.A., County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.111.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have now or may hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.211.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, York or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual party mailed by certified mail to the Company’s its address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.311.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict application of laws principles thereofthe substantive law of another jurisdiction. Each of the Representative and the Company (and any individual signatory hereto): (i) parties hereby agrees that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively brought and enforced in New York Supreme Court, County the state or federal courts located in the City of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County State of New York, and the United States District Court for the Southern District of New York in irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection to such suit, action exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees summons to accept and acknowledge service of any and all process which be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address Section 10.1 hereof. Such mailing shall be deemed in every respect effective personal service of process and shall be legal and binding upon the Company or any such individual party in any such suitaction, action proceeding or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4claim. The Company agrees parties agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 10.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) AND THE REPRESENTATIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Loeb & Loeb, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtAttn: Xxxxxxxx Xxxxxxx, County of New YorkEsq., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3Effective Date. 10.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtOxxxxx, County of New YorkHxxxxxxxxx & Sxxxxxxxx LLP, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3Effective Date. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtXxxxxxxx Xxxxxx, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtExxxxxxx Gxxxxxxx & Schole LLP, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. a. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): The parties: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent to and submit the jurisdiction of the New York Supreme Court, County of New York, and and/or the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) b. The parties further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address above shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Hellasco mailed by certified mail to the Representative’s addresses above shall be deemed in every respect effective service process upon the Representativeparties, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. c. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PARTIES HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.112.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Loeb & Loeb, LLP, 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtAttn: Mxxxxxxx Xxxxxxx, County of New YorkEsq., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3Effective Date. 12.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. 10.6.3 THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. 10.6.4 The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtGxxxxxxxx Txxxxxx, County of New YorkP.A., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. a. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): The parties: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent and submit to the jurisdiction of the New York Supreme Court, County of New York, and and/or the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) b. The parties further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address above shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Balthellas mailed by certified mail to the Representative’s addresses above shall be deemed in every respect effective service process upon the Representativeparties, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. c. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PARTIES HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. a. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): The parties: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent and submit to the jurisdiction of the New York Supreme Court, County of New York, and and/or the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) b. The parties further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address above shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Equity mailed by certified mail to the Representative’s addresses above shall be deemed in every respect effective service process upon the Representativeparties, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. c. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PARTIES HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Company and the Company (and any individual signatory hereto): (i) Representative hereby agrees that any legal suitaction, action proceeding, or proceeding claim against it arising out of or relating in any way to this Agreement and/or Agreement, the transactions contemplated hereby Registration Statement, the Preliminary Prospectus and the Prospectus or the Offering shall be instituted exclusively brought and enforced in New York Supreme Court, County the courts of the State of New York, New York County under the accelerated adjudication procedures of the Commercial Division, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New Yorkas applicable, and the United States District Court for the Southern District of New York in any irrevocably submits to such suitjurisdiction, action or proceeding. 10.6.2which jurisdiction shall be exclusive. Each of the Representative Company and the Company (Representative hereby waives any objection to such exclusive jurisdiction and any individual signatory hereto) further agrees that such courts represent an inconvenient forum. Any such process or summons to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed the Representative, respectively, may be served by transmitting a copy thereof by registered or certified mail mail, return receipt requested, postage prepaid, addressed to it at the Company’s address set forth in Section 10.1 hereof. Such mailing shall be deemed in every respect effective personal service of process and shall be legal and binding upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, respectively, in any such suitaction, action proceeding, or proceeding. 10.6.3claim. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Each of the Company and the Representative agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. EACH PARTY HEREBY IRREVOCABLY WAIVES, 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, Venue, etc. 10.6.111.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New YorkCalifornia, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Courtthe Superior Court of California, County of New YorkLos Angeles, or in the United States District Court for the Southern Central District of New York; California located in Los Angeles, California, (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtSuperior Court of California, County of New YorkLos Angeles, and the United States District Court for the Southern Central District of New York California located in Los Angeles, California, in any such suit, action or proceeding. 10.6.211.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme CourtSuperior Court of California, County of New YorkLos Angeles, or in the United States District Court for the Southern Central District of New York California located in Los Angeles, California, and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.311.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, York without giving effect to the conflict of laws principles thereoflaws. Each In the event of the Representative and any dispute under this Agreement, including, but not limited to, a failure by the Company (to pay any fees to the Underwriters, and/or then and any individual signatory hereto): in such event, each party hereto agrees that the dispute shall either be (i) agrees that any legal suit, action resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) or proceeding arising out (ii) brought and enforced in the courts of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in State of New York Supreme CourtYork, County of New YorkYork under the accelerated adjudication procedures of the Commercial Division, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to , in each event at the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction discretion of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) or commences an action in one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration shall be entitled to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be decided by the arbitrator[s] prior to the commencement of the hearings. The prevailing party shall move to confirm any arbitration award within ten (10) business days of receipt of the award and the losing party shall not oppose such application or seek to vacate the award. In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. Any such process, summons and/or complaint to be served upon a party may be served by transmitting a copy thereof by Federal Express or other overnight courier, addressed to such party at the address set forth at the beginning of this Agreement. Such delivery shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such suitaction shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees, action costs and expenses incurred in such action, proceeding or proceeding. 10.6.2arbitration. Each of In the Representative and alternative, the Company (and any individual signatory hereto) further agrees hereby appoints Winston & Sxxxxx LLP, 800 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attn: Mxxxxxx X. Xxxxxxxxxxx, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to (i) take any and all action as may be necessary to maintain such suit, action designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement or proceeding (ii) notify the Representative in writing of the New York Supreme Court, County name and address of New York, or a replacement agent in the United States District Court for the Southern District of New York and agrees that to accept service of process upon the Company or and any such individual mailed by certified mail to other documents on the Company’s address behalf. Service of process on the Company’s agent designated herein shall be deemed in every respect effective constitute valid service of process upon on the Company or any and shall subject the Company to such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3jurisdiction as set forth therein. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.112.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Loeb & Loeb, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtAttn: Xxxxxxxx Xxxxxxx, County of New YorkEsq., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.312.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.412.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 12.7. Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall constitute valid and sufficient delivery thereof.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Each of the Company and Representative agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 10.6.5. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s Representatives’ addresses shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 11.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 11.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address of each Representative shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT STATEMENT, THE SALE PRELIMINARY PROSPECTUS AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. a. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): The parties: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) b. The parties further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s Granting Company addresses shall be deemed in every respect effective service process upon the Representativeparties, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. c. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PARTIES HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. a. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): The parties: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent and submit to the jurisdiction of the New York Supreme Court, County of New York, and and/or the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) b. The parties further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address above shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Hellasco mailed by certified mail to the Representative’s addresses above shall be deemed in every respect effective service process upon the Representativeparties, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. c. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PARTIES HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. (i) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory heretoii) further agrees to accept and acknowledge service of any and all process which may be served in any such Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the New York Supreme Court, City and County of New York, Borough of Manhattan or in (ii) the United States District Court for courts of the Southern District State of New York located in the City and agrees that service County of process upon New York, Borough of Manhattan (collectively, the Company or “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such individual mailed by certified mail court (a “Related Judgment”), as to the Company’s address shall be deemed in every respect effective service which such jurisdiction is non-exclusive) of process upon the Company or any such individual courts in any such suit, action or proceeding. Service of any process, and summons, notice or document by mail to such party’s address set forth above shall be effective service of process upon the Representative mailed by certified mail for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the Representative’s addresses shall be deemed laying of venue of any suit, action or other proceeding in every respect effective service process upon the Representative, Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or proceedingother proceeding brought in any such court has been brought in an inconvenient forum. 10.6.3. (iii) THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. (iv) The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of The Company irrevocably waives, to the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suitfullest extent permitted by law, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party that they may have now or hereafter have to the laying of venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York proceeding brought in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (a court and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in claim that any such suit, action or proceeding brought in the New York Supreme Court, County of New York, such a court has been brought in an inconvenient forum. Any such process or in the United States District Court for the Southern District of New York and agrees that service of process summons to be served upon the Company may be served by transmitting a copy thereof by registered or any such individual mailed by certified mail mail, return receipt requested, postage prepaid, addressed to it at the Company’s address set forth in Section 10.1 hereof. Such mailing shall be deemed in every respect effective personal service of process and shall be legal and binding upon the Company or any such individual in any such suitaction, proceeding or claim. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action or proceeding, and service of process upon based on this Agreement may be instituted by the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingcompetent court. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) AND THE UNDERWRITERS HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtXxxx Xxxxx LLP, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtMxXxxxxxx Will & Exxxx, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative The Representative, Company and the Company (and any individual signatory hereto): Placement Investors: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions Maxim Group LLC _________________, 2007 Page 47 of 50 contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative Representative, the Company and the Company (and any individual signatory hereto) Placement Investors further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s 's address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s Representatives' addresses shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PLACEMENT INVESTORS HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT STATEMENT, THE PRELIMINARY SALE PROSPECTUS AND THE PROSPECTUS. 10.6.4. The Company agrees and the Placement Investors agree that the prevailing party(iesparty(is) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ ' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. a. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): The parties: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent and submit to the jurisdiction of the New York Supreme Court, County of New York, and and/or the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) b. The parties further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address above shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative RBB mailed by certified mail to the Representative’s addresses above shall be deemed in every respect effective service process upon the Representativeparties, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. c. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PARTIES HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s Representatives’ addresses shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. 10.6.3 THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. 10.6.4 The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 11.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 11.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s addresses address of each Representatives shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, York without giving effect to the conflict of laws principles thereoflaws. Each In the event of the Representative and any dispute under this Agreement, including, but not limited to, a failure by the Company (to pay any fees to the Underwriters, and/or then and any individual signatory hereto): in such event, each party hereto agrees that the dispute shall either be (i) agrees that any legal suit, action resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) or proceeding arising out (ii) brought and enforced in the courts of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in State of New York Supreme CourtYork, County of New YorkYork under the accelerated adjudication procedures of the Commercial Division, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to , in each event at the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction discretion of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) or commences an action in one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration shall be entitled to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be decided by the arbitrator[s] prior to the commencement of the hearings. The prevailing party shall move to confirm any arbitration award within ten (10) business days of receipt of the award and the losing party shall not oppose such application or seek to vacate the award. In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. Any such process, summons and/or complaint to be served upon a party may be served by transmitting a copy thereof by Federal Express or other overnight courier, addressed to such party at the address set forth at the beginning of this Agreement. Such delivery shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such suitaction shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees, action costs and expenses incurred in such action, proceeding or proceeding. 10.6.2arbitration. Each of In the Representative and alternative, the Company (and any individual signatory hereto) further agrees hereby appoints Greenberg Traurig, LLP, 1750 Tysons Blvd., Suite 1000, McLean, Virginia 22102, Attn: Jason Simon, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to (i) take any and all action as may be necessary to maintain such suit, action designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement or proceeding (ii) notify the Representative in writing of the New York Supreme Court, County name and address of New York, or a replacement agent in the United States District Court for the Southern District of New York and agrees that to accept service of process upon the Company or and any such individual mailed by certified mail to other documents on the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3behalf. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively exclusively. in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the exclusive jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. EACH OF THE COMPANY PARTIES (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company Each of the parties agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address of the Representative shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, without giving effect . The Company and each Underwriter hereby submits to the conflict of laws principles thereof. Each non-exclusive jurisdiction of the Representative Federal and state courts in the Company (and Borough of Manhattan in The City of New York in any individual signatory hereto): (i) agrees that any legal suit, action suit or proceeding arising out of or relating to this Agreement and/or or the transactions contemplated hereby. The Company and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or Federal and state courts in the United States District Court for the Southern District Borough of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York Manhattan in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District The City of New York and irrevocably and unconditionally waives and agrees that service of process upon the Company not to plead or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual claim in any such suit, action court that any such suit or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, proceeding in any such suit, action or proceedingcourt has been brought in an inconvenient forum. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 11.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 11.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative The Representative, Company and the Company (and any individual signatory hereto): Placement Investors: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative Representative, the Company and the Company (and any individual signatory hereto) Placement Investors further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s 's address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s Representatives' addresses shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PLACEMENT INVESTORS HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT STATEMENT, THE PRELIMINARY SALE PROSPECTUS AND THE PROSPECTUS. 10.6.4. The Company agrees and the Placement Investors agree that the prevailing party(iesparty(is) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ ' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, York without giving effect to the conflict of laws principles thereoflaws. Each In the event of the Representative and any dispute under this Agreement, including, but not limited to, a failure by the Company (to pay any fees to the Underwriters, and/or then and any individual signatory hereto): in such event, each party hereto agrees that the dispute shall either be (i) agrees that any legal suit, action resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) or proceeding arising out (ii) brought and enforced in the courts of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in State of New York Supreme CourtYork, County of New YorkYork under the accelerated adjudication procedures of the Commercial Division, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to , in each event at the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction discretion of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) or commences an action in one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration shall be entitled to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be decided by the arbitrator[s] prior to the commencement of the hearings. The prevailing party shall move to confirm any arbitration award within ten (10) business days of receipt of the award and the losing party shall not oppose such application or seek to vacate the award. In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. Any such process, summons and/or complaint to be served upon a party may be served by transmitting a copy thereof by Federal Express or other overnight courier, addressed to such party at the address set forth at the beginning of this Agreement. Such delivery shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such suitaction shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees, action costs and expenses incurred in such action, proceeding or proceeding. 10.6.2arbitration. Each of In the Representative and alternative, the Company (and any individual signatory hereto) further agrees hereby appoints Xxxxxxxxx Xxxxxxx, LLP, 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxXxxx, Virginia 22102, Attn: Xxxx Xxxxx, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to (i) take any and all action as may be necessary to maintain such suit, action designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement or proceeding (ii) notify the Representative in writing of the New York Supreme Court, County name and address of New York, or a replacement agent in the United States District Court for the Southern District of New York and agrees that to accept service of process upon the Company or and any such individual mailed by certified mail to other documents on the Company’s address behalf. Service of process on the Company’s agent designated herein shall be deemed in every respect effective constitute valid service of process upon on the Company or any and shall subject the Company to such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3jurisdiction as set forth therein. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the New York Supreme CourtXxxxxxxx, County of New York00xx Xxxxx, and the United States District Court for the Southern District of New York in any such suitXxx Xxxx, action or proceedingXxx Xxxx 00000, Fax No. 10.6.2. Each of the Representative and the Company : (and any individual signatory hereto000) further agrees 000-0000, Attn: Xxxxxx Xxxxxxxxx, Esq., as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR 27787721v.1 IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. a. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): The parties: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) b. The parties further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representativeparties, in any such suit, action or proceedingproceeding arising out of this Agreement. 10.6.3. c. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) PARTIES HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address of the Representative shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT STATEMENT, THE SALE PRELIMINARY PROSPECTUS AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.111.6.1. This Agreement shall be deemed to have been executed and delivered in New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by and construed and enforced in accordance with the laws of the State of New York, without giving effect regard to the conflict conflicts of laws principles thereofprincipals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.211.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s 's address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses 's address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtXxxxxxxx Xxxxxxxx & Schole LLP, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Xxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000 Attn: Xxxxx Xxxx Xxxxxx, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtEsq.., County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND_________ __, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.2008

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. 10.6.3 THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. 10.6.4 The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.111.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtWinston & Straxx XXX, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.311.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtWinston & Sxxxxx, County of New YorkLLP, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.. EarlyBirdCapital, Inc.December 19, 2022Page 36 of 37

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereoflaws. Each In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the Representative and the Company (and any individual signatory hereto): dispute shall either be (i) agrees that any legal suit, action or proceeding arising out of or relating submitted to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively American Arbitration Association (“Association”) in New York Supreme CourtCounty, New York, for its decision and determination in accordance with its rules and regulations then in effect or (ii) brought and enforced in the courts of the State of New York, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to , in each event at the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction discretion of the New York Supreme Court, County of New York, and party initiating the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2dispute. Each Once a party files a dispute with one of the Representative above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the Association, each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators. The Company hereby appoints, without power of revocation, Xxxxxxxx Xxxxxx, 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax No.: (and any individual signatory hereto000) further agrees 000-0000 Attn: Xxxxx Xxxx Xxxxxx, Esq., as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding designation and appointment of such agent in full force and effect for a period of seven years from the date of the Effective Date. In the event the dispute is brought by a party in the courts of the State of New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and agrees that service such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth at the beginning of process upon the Company or any such individual mailed by certified mail to the Company’s address this Agreement forth in Section 10.1 hereof. Such mailing shall be deemed in every respect effective personal service of process and shall be legal and binding upon the Company or any such individual party being served in any such suitaction, action proceeding or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4claim. The Company agrees parties agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Gxxxxxxxx Txxxxxx, LLP, Met Life Building, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtAttn: Axxx X. Annex, County of New YorkEsq., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suitdesignation and appointment of such agent in full force and effect for a period of seven years from the date of the Effective Date. EarlyBirdCapital, action or proceedingInc.__________, and service 2018Page 41 of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.45 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.111.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New YorkCalifornia, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Courtthe Superior Court of California, County of New YorkLos Angeles, or in the United States District Court for the Southern Central District of New York; California located in Los Angeles, California, (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtSuperior Court of California, County of New YorkLos Angeles, and the United States District Court for the Southern Central District of New York California located in Los Angeles, California, in any such suit, action or proceeding. 10.6.211.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme CourtSuperior Court of California, County of New YorkLos Angeles, or in the United States District Court for the Southern Central District of New York California located in Los Angeles, California, and agrees that service of process upon the Company or any , 2005 such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.311.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtXxxxxxxxx Xxxxxxx, County of New YorkP.A., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suitdesignation and appointment of such agent in full force and effect for a period of seven years from the date of the Effective Date. EarlyBirdCapital, action or proceedingInc. [●], and service 2021 Page 40 of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.45 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Xxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000 Attn: Xxxxx Xxxx Xxxxxx, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtEsq., County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtCT Corporation System, County of New York000 Xxxxxx Xxxxxx, and the United States District Court for the Southern District of New York in any such suitXxx Xxxx, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees Xxx Xxxx 00000, as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) AND THE REPRESENTATIVE (ON BEHALF OF ITSELF AND ALL UNDERWRITERS) HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.. [l], 2017

Governing Law, Venue, etc. 10.6.111.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. The Company irrevocably appoints Loeb & Loeb, LLP, with offices at 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and its successors) as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11.1, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company irrevocably appoints Loeb and Loeb, LLP as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11.1, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.211.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.311.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtCT Corporation System, County of New York000 Xxxxxx Xxxxxx, and the United States District Court for the Southern District of New York in any such suitXxx Xxxx, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees Xxx Xxxx 00000, as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) AND THE REPRESENTATIVE (ON BEHALF OF ITSELF AND ALL UNDERWRITERS) HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. (a) This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. (b) Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. (c) THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The (d) Each of the Company and Representative agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s Representatives’ addresses shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. 10.6.3 THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. 10.6.4 The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.111.6.1. This Agreement shall be deemed to have been executed and delivered in New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by and construed and enforced in accordance with the laws of the State of New York, without giving effect regard to the conflict conflicts of laws principles thereofprincipals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Representative and the Company (and any individual signatory hereto): Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.211.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.311.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 11.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 11.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s 's address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses 's address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict application of laws principles thereofthe substantive law of another jurisdiction. Each of the Representative and the Company (and any individual signatory hereto): (i) parties hereby agrees that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively brought and enforced in the courts of the State of New York Supreme Court, County of New York, or in the United States District Court of America for the Southern District of New York; (ii) waives , and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection which to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address Section 10.1 hereof. Such mailing shall be deemed in every respect effective personal service of process and shall be legal and binding upon the Company or any such individual party in any such suitaction, action proceeding or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4claim. The Company agrees parties agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. [___________], 2016 10.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) AND THE REPRESENTATIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s addresses address of each Representative shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT STATEMENT, THE SALE PRELIMINARY PROSPECTUS AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. 10.6.3 THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. 10.6.4 The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative Representatives mailed by certified mail to the Representative’s addresses Representatives’ address shall be deemed in every respect effective service process upon the RepresentativeRepresentatives, in any such suit, action or proceeding. 10.6.3. The Company hereby irrevocably appoints Xxxxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (000) 000-0000, Attn: Xxxx X. Xxxxxxx, Esq. as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any suit or proceeding contemplated by this Section 10.6, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided above shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of the Effective Date. 10.6.4. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.5. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Ellenoff Xxxxxxxx & Schole LLP, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtAttn: Xxxxxx Xxxxxxxxx, County of New YorkEsq., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereoflaws. Each of the Representative and the [The Company (and any individual signatory hereto): (i) hereby agrees that any legal suitaction, action proceeding or proceeding claim against it arising out of or of, relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively brought and enforced in the courts of the State of New York Supreme Court, County of New York, or in the United States District Court of America for the Southern District of New York; (ii) , and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection which to such party may have exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or hereafter have summons to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and be served upon the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York Section 10.1 hereof. Such mailing shall be deemed personal service and agrees that service of process shall be legal and binding upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suitaction, action proceeding or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.] [In connection with Section 5-1401 of the General Obligations Law of the State of New York, 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 that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this Agreement shall be resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators. The Company hereby appoints, without power of revocation, Xxxxxxxx Xxxxxx, 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax No.: (000) 000-0000 Attn: Xxxxx Xxxx Xxxxxx, Esq.., as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of the Effective Date.]

Governing Law, Venue, etc. 10.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS Maxim Group LLC , 2007 Page 47 of 48 AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. 10.6.3. 10.6.3 THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.4. 10.6.4 The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtXxxxxxxxx Xxxxxxx, County of New YorkP.A., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; revocation, Gxxxxxxxx Txxxxxx, LLP, Met Life Building, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (ii000) waives any objection which such party may have or hereafter have to the venue of any such suit000-0000, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtAttn: Axxx X. Annex, County of New YorkEsq., and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.. EarlyBirdCapital, Inc.October 11, 2018Page 43 of 44 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtWinston & Sxxxxx, County of New YorkLLP, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suitdesignation and appointment of such agent in full force and effect for a period of seven years from the date of the Effective Date. EarlyBirdCapital, action or proceedingInc._______, and service 2022Page 43 of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.44 10.6.310.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.410.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Governing Law, Venue, etc. 10.6.111.6.1. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, York without giving effect regard to principles of conflicts of law that would result in the conflict of laws principles thereof. Each application of the Representative and the Company (and any individual signatory hereto): (i) agrees substantive law of another jurisdiction. The parties hereto agree that any legal suitaction, action proceeding or proceeding claim arising out of or relating in any way to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively resolved through final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York Supreme CourtCity, County of New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or in as otherwise directed by the United States District Court for the Southern District arbitrators. The Company hereby appoints, without power of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suitrevocation, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme CourtWinston & Sxxxxx LLP, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 10.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees as its respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suitarbitration, action action, proceeding or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such suit, action or proceeding, designation and service appointment of process upon such agent in full force and effect for a period of seven years from the Representative mailed by certified mail to date of the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceedingEffective Date. 10.6.311.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. 10.6.411.6.3. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.