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

Governing Law, Venue, etc. 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 and the Representative hereby agrees that any action, proceeding, or claim against it arising out of or relating in any way to this Agreement, the Registration Statement, the Preliminary Prospectus and the Prospectus or the Offering shall be brought and enforced in 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, as applicable, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any action, proceeding, or claim. 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. 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 Company and the Representative hereby agrees that any action, proceeding, or claim against it arising out of or relating in any way to dispute under this Agreement, including, but not limited to, a failure by the Registration StatementCompany to pay any fees to the Underwriters, and/or then and in such event, each party hereto agrees that the Preliminary Prospectus dispute shall either be (i) resolved through final and binding arbitration in accordance with the Prospectus International Arbitration Rules of the American Arbitration Association (“AAA”) or the Offering shall be (ii) brought and enforced in the courts of the State of New York, County of 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, as applicablein each event at the 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 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. 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, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Representative party hereby waives any objection to such exclusive jurisdiction and or that such courts represent an inconvenient forum. Any such process or process, summons and/or complaint to be served upon the Company or the Representative, respectively, a party may be served by transmitting a copy thereof by registered Federal Express or certified mail, return receipt requested, postage prepaidother overnight courier, addressed to it such party at the address set forth in Section 10.1 hereofat the beginning of this Agreement. Such mailing delivery shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, party being served in any action, proceeding, proceeding or claim. Each of the Company and the Representative agrees The 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 fees, costs and expenses incurred in such action, proceeding or arbitration. In the alternative, the Company 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 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 and/or incurred (ii) notify the Representative in connection with writing of the preparation thereforname and address of a replacement agent in the United States to accept service of process and any other documents on the Company’s behalf. EACH PARTY HEREBY IRREVOCABLY WAIVESService of process on the Company’s agent designated herein shall constitute valid service of process on the Company and shall subject the Company to such jurisdiction as set forth therein. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law, Venue, etc. 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 Company and the Representative hereby agrees substantive law of another jurisdiction. The parties hereto agree that any action, proceeding, proceeding or claim against it arising out of or relating in any way to this Agreement, Agreement shall be resolved through final and binding arbitration in accordance with the Registration Statement, International Arbitration Rules of the Preliminary Prospectus and the Prospectus or the Offering American Arbitration Association (“AAA”). The arbitration shall be brought and enforced before the AAA International Center for Dispute Resolution’s offices in the courts of the State of New York City, New York, New York County under will be conducted in English and will be decided by a panel of three arbitrators selected from the accelerated adjudication procedures 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 Commercial Divisionprevailing 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 Yorkrevocation, Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, as applicable, its agent to accept and irrevocably submits to such jurisdiction, acknowledge on its behalf service of any and all process which jurisdiction shall be exclusive. Each of the Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any arbitration, action, proceeding, proceeding or claimcounterclaim in any way relating to or arising out of this Agreement. Each 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. 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. 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. 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 Company and the Representative hereby agrees that any action, proceeding, or claim against it arising out of or relating in any way to dispute under this Agreement, including, but not limited to, a failure by the Registration StatementCompany to pay any fees to the Underwriters, and/or then and in such event, each party hereto agrees that the Preliminary Prospectus dispute shall either be (i) resolved through final and binding arbitration in accordance with the Prospectus International Arbitration Rules of the American Arbitration Association (“AAA”) or the Offering shall be (ii) brought and enforced in the courts of the State of New York, County of 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, as applicablein each event at the 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 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. 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, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Representative party hereby waives any objection to such exclusive jurisdiction and or that such courts represent an inconvenient forum. Any such process or process, summons and/or complaint to be served upon the Company or the Representative, respectively, a party may be served by transmitting a copy thereof by registered Federal Express or certified mail, return receipt requested, postage prepaidother overnight courier, addressed to it such party at the address set forth in Section 10.1 hereofat the beginning of this Agreement. Such mailing delivery shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, party being served in any action, proceeding, proceeding or claim. Each of the Company and the Representative agrees The 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 fees, costs and expenses incurred in such action, proceeding or arbitration. In the alternative, the Company 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 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 and/or incurred (ii) notify the Representative in connection with writing of the preparation thereforname and address of a replacement agent in the United States to accept service of process and any other documents on the Company’s behalf. EACH PARTY HEREBY IRREVOCABLY WAIVESTHE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law, Venue, etc. This 10.6.1. 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 Company and the Representative hereby agrees substantive law of another jurisdiction. The parties hereto agree that any action, proceeding, proceeding or claim against it arising out of or relating in any way to this Agreement, Agreement shall be resolved through final and biding arbitration in accordance with the Registration Statement, International Arbitration Rules of the Preliminary Prospectus and the Prospectus or the Offering American Arbitration Association (“AAA”). The arbitration shall be brought and enforced before the AAA International Center for Dispute Resolution’s offices in the courts of the State of New York City, New York, New York County under will be conducted in English and will be decided by a panel of three arbitrators selected from the accelerated adjudication procedures 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 Commercial Divisionprevailing 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 Yorkrevocation, Ellenoff Gxxxxxxx & Schole LLP, 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (000) 000-0000, Attn: Sxxxxx Xxxxxxxxx, Esq., as applicable, their respective agent to accept and irrevocably submits to such jurisdiction, acknowledge on its behalf service of any and all process which jurisdiction shall be exclusive. Each of the Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any arbitration, action, proceeding, proceeding or claimcounterclaim in any way relating to or arising out of this Agreement. Each 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 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 thereforEffective Date. EACH PARTY HEREBY IRREVOCABLY WAIVESEarlyBirdCapital, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWInc. ____________, 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.2012

Governing Law, Venue, etc. 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 conflicts of law principles that would result in the conflict of laws principles thereof. Each application of the substantive laws of another jurisdiction. The Company and the Representative hereby agrees that any action, proceeding, proceeding or claim against it arising out of of, or relating in any way to this Agreement, the Registration Statement, the Preliminary Prospectus and the Prospectus or the Offering Agreement shall be brought and enforced in the courts of the State Supreme Court, County 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, as applicable, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the The Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 11.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any action, proceeding, proceeding or claim. 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 thereforBroadband Capital Management LLC. EACH PARTY HEREBY IRREVOCABLY WAIVES____________, 2011 11.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law, Venue, etc. This 10.6.1. 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 Company and the Representative hereby agrees substantive law of another jurisdiction. The parties hereto agree that any action, proceeding, proceeding or claim against it arising out of or relating in any way to this Agreement, Agreement shall be resolved through final and biding arbitration in accordance with the Registration Statement, International Arbitration Rules of the Preliminary Prospectus and the Prospectus or the Offering American Arbitration Association (“AAA”). The arbitration shall be brought and enforced before the AAA International Center for Dispute Resolution’s offices in the courts of the State of New York City, New York, New York County under will be conducted in English and will be decided by a panel of three arbitrators selected from the accelerated adjudication procedures 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 Commercial Divisionprevailing 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 Yorkrevocation, Loeb & Loeb, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (000) 000-0000, Attn: Xxxxxxxx Xxxxxxx, Esq., as applicable, their respective agent to accept and irrevocably submits to such jurisdiction, acknowledge on its behalf service of any and all process which jurisdiction shall be exclusive. Each of the Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any arbitration, action, proceeding, proceeding or claimcounterclaim in any way relating to or arising out of this Agreement. Each 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 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 thereforEffective Date. EACH PARTY HEREBY IRREVOCABLY WAIVESEarlyBirdCapital, Inc. ____________, 2011 10.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law, Venue, etc. This 10.6.1. 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 Company and the Representative hereby agrees substantive law of another jurisdiction. The parties hereto agree that any action, proceeding, proceeding or claim against it arising out of or relating in any way to this Agreement, Agreement shall be resolved through final and biding arbitration in accordance with the Registration Statement, International Arbitration Rules of the Preliminary Prospectus and the Prospectus or the Offering American Arbitration Association (“AAA”). The arbitration shall be brought and enforced before the AAA International Center for Dispute Resolution’s offices in the courts of the State of New York City, New York, New York County under will be conducted in English and will be decided by a panel of three arbitrators selected from the accelerated adjudication procedures 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 Commercial Divisionprevailing 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 Yorkrevocation, Loeb & Loeb, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (000) 000-0000, Attn: Xxxxxxxx Xxxxxxx, Esq., as applicable, their respective agent to accept and irrevocably submits to such jurisdiction, acknowledge on its behalf service of any and all process which jurisdiction shall be exclusive. Each of the Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any arbitration, action, proceeding, proceeding or claimcounterclaim in any way relating to or arising out of this Agreement. Each 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 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 thereforEffective Date. EACH PARTY HEREBY IRREVOCABLY WAIVESEarlyBirdCapital, Inc. ____________, 2010 10.6.2. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law, Venue, etc. This 10.6.1. 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 Company and the Representative hereby agrees substantive law of another jurisdiction. The parties hereto agree that any action, proceeding, proceeding or claim against it arising out of or relating in any way to this Agreement, Agreement shall be resolved through final and biding arbitration in accordance with the Registration Statement, International Arbitration Rules of the Preliminary Prospectus and the Prospectus or the Offering American Arbitration Association (“AAA”). The arbitration shall be brought and enforced before the AAA International Center for Dispute Resolution’s offices in the courts of the State of New York City, New York, New York County under will be conducted in English and will be decided by a panel of three arbitrators selected from the accelerated adjudication procedures 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 Commercial Divisionprevailing 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 Yorkrevocation, Ellenoff Gxxxxxxx & Schole LLP, 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (000) 000-0000, Attn: Sxxxxx Xxxxxxxxx, Esq., as applicable, their respective agent to accept and irrevocably submits to such jurisdiction, acknowledge on its behalf service of any and all process which jurisdiction shall be exclusive. Each of the Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any arbitration, action, proceeding, proceeding or claimcounterclaim in any way relating to or arising out of this Agreement. Each 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 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 Effective Date. EarlyBirdCapital, Inc. July 19, 2012 Page 42 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.45

Governing Law, Venue, etc. 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 [The Company and the Representative hereby agrees that any action, proceeding, proceeding or claim against it arising out of or of, relating in any way to this Agreement, the Registration Statement, the Preliminary Prospectus and the Prospectus or the Offering Agreement shall be brought and enforced in 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 of America for the Southern District of New York, as applicable, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the The Company and the Representative hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative, respectively, 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 Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative, respectively, in any action, proceeding, proceeding or claim. Each of the 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.] EarlyBirdCapital, Inc. _____________, 2013 [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. EACH PARTY HEREBY IRREVOCABLY WAIVESThe parties hereto agree that any action, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWproceeding 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, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYNew 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.]