Common use of Governing Law; Venue; Waiver of Jury Trial Clause in Contracts

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be deemed based upon, arise out of or relate to have been executed and delivered in New York and each this Agreement, or the negotiation, execution or performance of the Transaction Documents and the transactions contemplated hereby and thereby this Agreement, shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard giving effect to the principles of conflicts of laws principals thereof law thereof. (other than Section 5-1401 of b) The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating Parties irrevocably submit to the Transaction Documents and/or jurisdiction of the transactions contemplated hereby or thereby shall be instituted exclusively in Court of Chancery of the Supreme State of Delaware or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such matter, the Superior Court of the State of New York, New York County, or in Delaware and the federal courts of the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of America located in the State of New YorkDelaware, New York County, in connection with any dispute that arises in respect of this Agreement and the documents referred to in this Agreement or in respect of the United States District Court for the Southern District of New York Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for interpretation or enforcement hereof or any such suitdocument that it is not subject thereto or that such action, action suit or proceeding. Each of the Representative proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Company further agrees Parties irrevocably agree that all claims with respect to accept such action, suit or proceeding shall be heard and acknowledge service of any determined exclusively by such a Delaware state or federal court. The Parties hereby consent to and all process which may be served in grant any such suitcourt jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, action suit or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 9.3 or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Law shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITH THE TRANSACTION DOCUMENTS EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE TRANSACTIONS CONTEMPLATED HEREBY IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND THEREBY(IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS Section 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed to have been executed governed by and delivered construed in New York and each accordance with the laws of the Transaction Documents State of Illinois, regardless of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue in the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Xxxx County, Illinois) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby and thereby shall agrees that process may be governed as to validity, interpretation, construction, effect, and served upon such party in all other respects any manner authorized by the laws of the State of New York applicable to agreements wholly performed within the borders Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)process. Each of Representative party hereto waives and the Company: (a) covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees that not to commence any legal suit, action proceedings relating to or proceeding arising out of this Agreement or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action jurisdiction or proceedingcourts other than as provided herein. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPONON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN CONNECTION WITH THE TRANSACTION DOCUMENTS NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYENFORCEMENT HEREOF.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby a. This Agreement shall be governed as to validityby, interpretation, construction, effectinterpreted under, and construed in all other respects by accordance with the internal laws of the State of New York Delaware applicable to agreements wholly made and to be performed within the borders State of such state Delaware, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. b. All legal actions and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Transaction Documents and/or Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (x) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (y) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than with respect to any appellate court thereof and other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. Each of the parties irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New Yorkhereby, (bi) waives any objection which claim that it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents is not personally subject to the jurisdiction of Supreme Court the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the State of New York, New York County, or in the United States District Court for the Southern District of New York Action in any such suitcourt is brought in an inconvenient forum, action (B) the venue of such Action is improper or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County(C) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. courts. c. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES APPLICABLE LAW ANY RIGHT THEY IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND THEREBY(II) ACKNOWLEDGES THAT IT AND THE OTHERS HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(C).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document Any dispute, controversy or claim among the Parties that arises out of, relates to or is in any manner connected with this Indemnification Agreement, shall be deemed to have been executed referred exclusively, construed and delivered enforced in New York accordance with, and each the rights of the Transaction Documents and the transactions contemplated hereby and thereby Parties shall be governed as to validityby, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard giving effect to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of Representative and the Company: (a) Party agrees that it shall bring any legal suit, action or proceeding in respect of any claim arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countyof, or related to, this Indemnification Agreement (x) and involving a Debtor, in the United States District Bankruptcy Court for the Southern District of New York, York (bthe “Bankruptcy Court”) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (cy) irrevocably consents to if not involving any Debtor, in any state court in the jurisdiction of Supreme Court of the State city and county of New York, New York County, or in the United States District Court for the Southern District of New York and, solely in connection with claims arising under this Indemnification Agreement and involving a Debtor: (i) irrevocably submits to the exclusive jurisdiction and the authority of the Bankruptcy Court, (ii) waives any objection to laying venue in any such suitaction or proceeding in the Bankruptcy Court, and (iii) waives any objection that the Bankruptcy Court is an inconvenient forum, does not have jurisdiction over any party, or lacks the constitutional authority to enter final orders in connection with such action or proceeding. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding arising out of, or relating to, this Indemnification Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each Party (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the Representative event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges that it and the Company further agrees other Parties have been induced to accept enter into this Indemnification Agreement by, among other things, the mutual waivers and acknowledge service certifications as set forth in this Section 4. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of any this Indemnification Agreement and all process which may that each Party shall be served in entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such suit, action breach or proceeding in threatened breach by the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail other to the Company’s address or delivered extent permitted by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYlaw.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed This Agreement, and all claims or causes of action based upon, arising out of, or related to have been executed and delivered in New York and each of the Transaction Documents and this Agreement or the transactions contemplated hereby and thereby hereby, shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)York. Each of Representative and the Company: (a) agrees that any legal suitAny action based upon, action or proceeding arising out of or relating related to the Transaction Documents and/or this Agreement or the transactions contemplated hereby or thereby shall may only be instituted exclusively brought in the Supreme Court federal courts of the United States of America located in the City of New York, Borough of Manhattan or the courts of the State of New York, New York County, or in each case located in the United States District Court for the Southern District City of New York, (b) Borough of Manhattan, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts in any such action, waives any objection which it may have now or hereafter have to the personal jurisdiction, venue or to convenience of any such suitforum, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court agrees that all claims in respect of the State of New York, New York County, or in the United States District Court for the Southern District of New York action shall be heard and determined only in any such suitcourt, and agrees not to bring any action arising out of or proceeding. Each of relating to this Agreement or the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served transactions contemplated hereby in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in every respect effective service of process upon the Companyany manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in any such suiteach case, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, enforce judgments obtained in any such suit, action or proceedingbrought pursuant to this Section 5.5. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY KNOWINGLY, TO THE FULLEST EXTENT PERMITTED BY LAWINTENTIONALLY, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS VOLUNTARILY AND CREDITORS) HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed (a) This Agreement and any Claim arising from or relating to have been executed and delivered in New York and each of the Transaction Documents and this Agreement, the transactions contemplated hereby hereby, any relief or remedies sought by any Parties hereto, and thereby the rights and obligations of the Parties hereunder shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the substantive laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to the conflicts of law provisions thereof that would cause the laws principals thereof of any other jurisdiction to apply. (other than Section 5-1401 of The New York General Obligations Law). b) Each of Representative the Parties irrevocably and unconditionally submits, for itself and its property, to the Company: exclusive jurisdiction of the Delaware Court of Chancery (aor in the event (but only in the event) agrees that any legal suit, such court does not have subject matter jurisdiction over such action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New Yorkproceeding, New York County, or in the United States District Court for the Southern District of New York, (bDelaware) waives in any objection which it may have action arising out of or hereafter relating to the venue of this Agreement or any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingmatters contemplated hereby. Each of the Representative Parties irrevocably and unconditionally waives, to the Company further agrees fullest extent it may legally and effectively do so, any objection it may now or hereafter have to accept and acknowledge service the laying of venue of any and all process which may be served action arising out of or relating to this Agreement in any such suit, action or proceeding in the Supreme Court court. Each of the State of New YorkParties hereby irrevocably waives, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered fullest extent permitted by Federal Express via overnight delivery shall be deemed in every respect effective service applicable Law, the defense of process upon an inconvenient forum to the Company, maintenance of such action in any such suit, court. Each of the Parties agrees not to bring any action arising out of or proceeding, and service relating to this Agreement or any of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, matters contemplated hereby other than in any such suitcourt. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE ANCILLARY AGREEMENTS DELIVERED IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.11.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the its principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)laws. Each of Representative and the Company: (a) agrees that parties to this Agreement consents to submit itself to the exclusive personal jurisdiction of any legal suitstate or federal court sitting in the State of New York, County of New York, including the federal district court for the Southern District of New York, in any action or proceeding arising out of or relating to the Transaction Documents and/or this Agreement or any of the transactions contemplated hereby or thereby shall be instituted exclusively by this Agreement and further agrees that all claims in the Supreme Court respect of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, proceeding may be heard and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York determined in any such suit, action court and that it shall not attempt to deny or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in defeat such personal jurisdiction by motion or other request for leave from any such suitcourt. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED ISSUES, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYBY THIS AGREEMENT.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed This Agreement, and all claims or causes of action based upon, arising out of, or related to have been executed and delivered in New York and each of the Transaction Documents and this Agreement or the transactions contemplated hereby and thereby hereby, shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)York. Each of Representative and the Company: (a) agrees that any legal suitAny action based upon, action or proceeding arising out of or relating related to the Transaction Documents and/or this Agreement or the transactions contemplated hereby or thereby shall may only be instituted exclusively brought in the Supreme Court federal courts of the United States of America located in the City of New York, Borough of Manhattan or the courts of the State of New York, New York County, or in each case located in the United States District Court for the Southern District City of New York, (b) Borough of Manhattan, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts in any such action, waives any objection which it may have now or hereafter have to the personal jurisdiction, venue or to convenience of any such suitforum, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court agrees that all claims in respect of the State of New York, New York County, or in the United States District Court for the Southern District of New York action shall be heard and determined only in any such suitcourt, and agrees not to bring any action arising out of or proceeding. Each of relating to this Agreement or the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served transactions contemplated hereby in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in every respect effective service of process upon the Companyany manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in any such suiteach case, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, enforce judgments obtained in any such suit, action or proceedingAction brought pursuant to this Section 5.5. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY KNOWINGLY, TO THE FULLEST EXTENT PERMITTED BY LAWINTENTIONALLY, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS VOLUNTARILY AND CREDITORS) HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents This Agreement and the transactions contemplated hereby and thereby Warrants shall be governed as to by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, construction, effect, interpretation and in all other respects performance of this Agreement and the Warrants shall be governed by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York County, or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York (except for matters governed by corporate law in the United States District Court for State of Nevada). The Company, each Subscriber and each holder of a Warrant, by acceptance thereof, agrees that all legal proceedings concerning the Southern District interpretations, enforcement and defense of the transactions contemplated by this Agreement and the Warrant (whether brought against any such party or its respective affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, (b) waives any objection which it may have or hereafter Borough of Manhattan. The Company, each Subscriber and each holder of a Warrant, by acceptance thereof, hereby irrevocably submits to the venue exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement or a Warrant) and hereby irrevocably waives and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any that such suit, action or proceeding is brought in an inconvenient forum or that the Supreme Court venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingproceeding is improper. THE PARTIES HERETO (ON BEHALF COMPANY, EACH SUBSCRIBER AND EACH HOLDER OF THEMSELVES ANDA WARRANT, TO THE FULLEST EXTENT PERMITTED BY LAWACCEPTANCE THEREOF, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ANY RIGHT THEY IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY CLAIM BASED UPON, ARISING OUT OF DISPUTE HEREUNDER OR IN CONNECTION WITH THE OR ARISING OUT OF THIS AGREEMENT, A WARRANT OR ANY TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND OR THEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each of accordance with the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any Law other than Section 5-1401 the Law of The New York General Obligations Law). Each the State of Representative and the Company: Delaware. (ab) agrees that any legal suit, action or proceeding All actions arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall this Agreement will be instituted exclusively heard and determined in the Supreme Court of Chancery of the State of New YorkDelaware (or, New York Countyonly if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, or in any federal court within the United States District State of Delaware). The Parties (i) submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue purpose of any such suit, action arising out of or proceedingrelating to this Agreement or any of the transactions contemplated by this Agreement and (ii) irrevocably waive, and (c) irrevocably consents agree not to assert by way of motion, defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of Supreme Court the above-named courts, that the property is exempt or immune from attachment or execution, that any such action is brought in an inconvenient forum, that the venue of such action is improper or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingabove-named courts. Each of the Representative and the Company further Parties agrees to accept and acknowledge service that mailing of process or other papers in connection with any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 5.6 or in the United States District Court for the Southern District of New York such other manner as may be permitted by Law will be valid and agrees that sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyprocess. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES, in any such suitAND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, ANY AND ALL RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall (a) This Agreement will be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (other than Section 5-1401 b) The Parties hereto agree that any Legal Proceeding seeking to enforce any provision of, or based on any matter arising out of The New York General Obligations Law)or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court for the District of Delaware located in Wilmington, Delaware, and any appellate court therefrom. Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of Representative and the Company: (a) agrees that such court in respect of any legal suit, action or proceeding equitable Legal Proceeding arising out of or relating to this Agreement or the Transaction Documents and/or transactions contemplated hereby, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Legal Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Legal Proceeding is brought in an inconvenient forum, that the venue of the Legal Proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or thereby by such courts. Each Party hereto agrees that notice or the service of process in any Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively properly served or delivered if delivered in the Supreme Court of the State of New York, New York County, manner contemplated by Section 9.1 or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and other manner permitted by applicable Legal Requirement. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and North Carolina, without regard to the any applicable conflicts of law. (b) The parties hereby (i) irrevocably submit to the exclusive jurisdiction of the Federal Courts of the United States of America located in the State of North Carolina (the “Federal Courts”), or, if jurisdiction in the Federal Courts is not available, the courts of the State of North Carolina (the “North Carolina Courts”), in respect of any claim, dispute or controversy relating to or arising out of the negotiation, interpretation or enforcement of this Agreement or any of the documents referred to in this Agreement or the transactions contemplated hereby or thereby (any such claim being a “Covered Claim”); (ii) irrevocably agree to request that the Federal Courts (or, if jurisdiction in the Federal Courts is not available, the North Carolina Courts) adjudicate any Covered Claim on an expedited basis and to cooperate with each other to assure that an expedited resolution of any such dispute is achieved; (iii) waive, and agree not to assert, as a defense in any action, suit or proceeding raising a Covered Claim that any of the parties hereto is not subject to the personal jurisdiction of the North Carolina Courts or the Federal Courts or that such action, suit or proceeding may not be brought or is not maintainable in said Courts or that the venue thereof may be inappropriate or inconvenient or that this Agreement or any such document may not be enforced in or by such Courts; and (iv) irrevocably agree to abide by the rules of procedure applied by the Federal Courts or the North Carolina Courts, as the case may be, (including the procedures for expedited pre-trial discovery) and waive any objection to any such procedure on the ground that such procedure would not be permitted in the courts of some other jurisdiction or would be contrary to the laws principals thereof (of some other than Section 5-1401 jurisdiction. The parties further agree that any Covered Claim has a significant connection with the State of The New York General Obligations Law)North Carolina, and will not contend otherwise in any proceeding in any court of any other jurisdiction. Each party represents that it has agreed to the jurisdiction of Representative the Federal Courts and the Company: North Carolina Courts in respect of Covered Claims after being fully and adequately advised by legal counsel of its own choice concerning the procedures and law applied in the Federal Courts and the North Carolina Courts and has not relied on any representation by any other party or its Affiliates, representatives or advisors as to the content, scope, or effect of such procedures and law, and will not contend otherwise in any proceeding in any court of any jurisdiction. The parties further irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law. (ac) Each party acknowledges and agrees that any legal suitcontroversy which may arise under this Agreement is likely to involve complicated and difficult issues, action and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or proceeding indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each party certifies and acknowledges that: (i) no representative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the State foregoing waiver; (ii) each party understands and has considered the implications of New York, New York County, or in the United States District Court for the Southern District of New York, this waiver; (biii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, each party makes this waiver voluntarily; and (civ) irrevocably consents each party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Joinder Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York applicable Minnesota, without giving effect to agreements wholly performed within any choice of law or conflict of law provision or rule that would cause application of the borders Laws of such any jurisdiction other than the State of Minnesota. (b) Parent and Member each (i) consents to submit itself to the exclusive personal jurisdiction of the state and without regard to federal courts located in Minneapolis, Minnesota (the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a“Chosen Court”) agrees that in any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New Yorkthis Agreement, (b) waives any objection which it may have agrees that all claims in respect of such action or hereafter to the venue of proceeding shall be heard and determined in any such suitChosen Court, action or proceeding, and (c) irrevocably consents agrees that it shall not attempt to the deny or defeat such personal jurisdiction of Supreme Court of the State of New York, New York County, by motion or in the United States District Court other request for the Southern District of New York in leave from any such suit, action or proceeding. Each of the Representative Chosen Court and the Company further (d) agrees not to accept and acknowledge service of bring any and all process which may be served in any such suit, action or proceeding arising out of or relating to this Joinder Agreement in any other court. Parent and Member each waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the Supreme Court of the State of New York, New York County, or in the United States District Court manner provided for the Southern District giving of New York and agrees that service notices in Section 8.11. Nothing in this Section 8.7, however, shall affect the right of any party to serve legal process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, other manner permitted by law. (c) Each party waives any claim and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, will not assert that venue should properly lie in any such suitother location within the selected jurisdiction. (d) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, action or proceeding. THE PARTIES HERETO HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (ON BEHALF OF THEMSELVES ANDWHETHER AS PLAINTIFF, TO THE FULLEST EXTENT PERMITTED BY LAWDEFENDANT OR OTHERWISE), ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ACTION ARISING OUT OF IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS JOINDER AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE TRANSACTIONS PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS JOINDER AGREEMENT OR ANY OF THE CONTEMPLATED HEREBY TRANSACTIONS, AND THEREBYSUCH PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed (a) This Agreement and all disputes or controversies arising out of or relating to have been executed and delivered in New York and each of the Transaction Documents and this Agreement or the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principals thereof principles of the State of Delaware. (other than Section 5-1401 of The New York General Obligations Law). b) Each of Representative and the Company: (a) parties irrevocably agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby this Agreement brought by any party against any other party shall be instituted exclusively brought and determined in the Supreme Court of Chancery of the State of New YorkDelaware, New York Countyprovided, or that if jurisdiction is not then available in the United States District Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Southern District transactions contemplated hereby. Each of New Yorkthe parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) waives any objection which that it may have or hereafter to the venue its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York proceeding in any such suitcourt is brought in an inconvenient forum, action or proceeding. Each (ii) the venue of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York Countyis improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. courts. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York California and the laws of the United States applicable therein (in each case without giving effect to agreements wholly performed within the borders of such state and without regard to the conflicts any choice or conflict of laws principals thereof (provision or rule that would cause the application of the laws of any other than Section 5-1401 of The New York General Obligations Law)jurisdiction) and shall be treated in all respects as a California contract. Each of Representative and the Company: (a) agrees that any legal suitAny action, action suit or proceeding arising out of or relating to this Agreement shall be brought in San Francisco County, California or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY (AND AGREES NOT TO REQUEST TRIAL BY JURY), IN EACH CASE IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each of the Transaction Documents and/or parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court courts of the State of New York, New York County, California or in the United States District Court for the Southern District of New YorkAmerica, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceedingin each case located in San Francisco County, and (c) hereby further irrevocably consents and unconditionally waives and agrees not to the jurisdiction of Supreme Court of the State of New York, New York County, plead or in the United States District Court for the Southern District of New York claim in any such suit, action or proceedingcourt that any such matter brought in any such court has been brought in an inconvenient forum. Each of the Representative and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding in by mailing a copy thereof to such party at the Supreme Court of the State of New York, New York County, or in the United States District Court address for the Southern District of New York such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYmanner permitted by law.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed All questions concerning the construction, validity and delivered in New York interpretation of this Agreement and each the performance of the Transaction Documents and the transactions contemplated hereby and thereby obligations imposed by this Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York Delaware applicable to agreements wholly Contracts made and to be performed within the borders of in such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)laws. Each party hereby irrevocably submits to the exclusive jurisdiction of Representative the state and federal courts located in Illinois solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such court, and the Company: (a) agrees parties hereto irrevocably agree that any legal suit, all claims with respect to such action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively heard and determined in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter such court. The parties hereby consent to the venue of and grant any such suit, action court jurisdiction over the person of such parties and agree that mailing of process or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or other papers in the United States District Court for the Southern District of New York in connection with any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, manner provided under Section 11.6 or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery applicable law shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed governed and delivered construed in New York and each accordance with the Laws of the Transaction Documents and State of Delaware, without regard to any applicable conflicts of law. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby and thereby shall be governed as exclusively in any federal or state court sitting in Wilmington, Delaware (the “Delaware Courts”), and, solely in connection with claims arising under this Agreement or the Merger that are the subject of this Agreement, (i) irrevocably submits to validity, interpretation, construction, effect, and in all other respects by the laws exclusive jurisdiction of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New YorkDelaware Courts, (bii) waives any objection which it may have or hereafter to the laying venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of Delaware Courts, (iii) waives any objection that the State of New York, New York County, Delaware Courts are an inconvenient forum or in the United States District Court for the Southern District of New York do not have jurisdiction over any party and (iv) agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such party in any such suit, action or proceedingproceeding will be effective if notice is given in accordance with Section 9.2. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWLAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) THE PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) THE PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) THE PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBJECT TO THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. The parties hereby irrevocably submit to have been executed and delivered in New York and each the jurisdiction of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws courts of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative Texas and the Company: (a) agrees Federal court of the United States of America located in the State of Texas solely in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any legal suitsuch document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively heard and determined in the Supreme Court of the such a Texas State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter Federal court. The parties hereby consent to the venue of and grant any such suit, action court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or other papers in the United States District Court for the Southern District of New York in connection with any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court manner provided in Section 11.4 of the State of New York, New York County, this Agreement or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Law shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.2.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any law other than Section 5-1401 the law of The New York General Obligations Law). the State of Delaware. (b) Each of Representative the parties hereby irrevocably and the Company: (a) agrees that any legal suitunconditionally submits, action or proceeding arising out of or relating for itself and its property, to the Transaction Documents and/or exclusive jurisdiction and venue of the transactions contemplated hereby or thereby shall be instituted exclusively in Court of Chancery of the Supreme State of Delaware (or, to the extent that such Court does not have subject matter jurisdiction, the Superior Court of the State of New YorkDelaware) or, New York Countyif it has or can acquire jurisdiction, or in the United States District Court for the Southern District of New YorkDelaware (collectively, the “Chosen Courts”), in any proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (bi) waives agrees not to commence any such proceeding, except in the Chosen Courts; (ii) agrees that any claim in respect of any such proceeding may be heard and determined in the Chosen Courts; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which that it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, proceeding in the Chosen Courts; and (civ) irrevocably consents waives, to the jurisdiction fullest extent permitted by law, the defense of Supreme Court an inconvenient forum to the maintenance of the State of New York, New York County, or such proceeding in the United States District Court for the Southern District of New York in any such suit, action or proceedingChosen Courts. Each of the Representative and the Company further parties agrees to accept and acknowledge service of any and all process which may be served that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, judgment or in the United States District Court for the Southern District of New York and agrees that any other manner provided by applicable law. Each party irrevocably consents to service of process upon inside or outside the Company mailed by certified mail territorial jurisdiction of the Chosen Courts the manner provided for notices in Section 7.10. Nothing in this Agreement will affect the right of any party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of this Agreement to serve process upon the Company, in any such suitother manner permitted by applicable law. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES, action or proceedingAND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, ANY AND ALL RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, thereof. (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) The parties hereby irrevocably consents submit to the jurisdiction of Supreme the Delaware Court of Chancery (unless such court shall lack subject matter jurisdiction, in which case, in any state or federal court located in Delaware) solely in respect of the State interpretation and enforcement of New Yorkthe provisions of this Agreement and of the documents referred to in this Agreement, New York Countyand in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or in the United States District Court proceeding for the Southern District interpretation or enforcement hereof or of New York in any such suitdocument, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such court, and the parties hereto irrevocably agree that all claims with respect to such action or proceedingproceeding shall be heard and determined in such court. Each of the Representative The parties hereby consent to and the Company further agrees to accept and acknowledge service of any and all process which may be served in grant any such suit, court jurisdiction over the person of such parties and agree that mailing of process or other papers in connection with any such action or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 10.2 or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery applicable law shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5(c).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effectby, and construed and enforced in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Wyoming, without regard giving effect to the principles of conflicts of laws principals thereof (other than law thereof. Subject to Section 5-1401 of The New York General Obligations Law5.5(b). Each of Representative and the Company: (a) , each Party hereby agrees that (i) any legal suit, action or proceeding and all litigation arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby this Agreement shall be instituted exclusively conducted only in the Supreme Court of state or federal courts located in the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceedingWyoming, and (cii) irrevocably consents such courts shall have the exclusive jurisdiction to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any hear and decide such suit, action or proceedingmatters. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE TRANSACTION DOCUMENTS PARTIES, AND THE TRANSACTIONS CONTEMPLATED HEREBY AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND THEREBYNOT BEFORE A JURY. (b) Notwithstanding anything to the contrary contained in Section 5.5(a), Counterparty hereby agrees that Solidus shall have the right to elect to arbitrate and compel arbitration of any dispute hereunder through final and binding arbitration before JAMS (or its successor) (“JAMS”). Solidus may commence the arbitration process by filing a written demand for arbitration with JAMS, with a copy to Counterparty; provided, however, that either Party may, without inconsistency with this arbitration provision, apply to any court in accordance with Section 5.5(a) and seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Any arbitration to be conducted pursuant to this Section 5.5(b) will be conducted in New York, New York by one neutral arbitrator operating and appointed from the JAMS panel of neutrals in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time the demand for arbitration is filed. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction; provided, however, that the arbitration award shall not include factual findings or conclusions of law and no punitive damages shall be awarded. The fees and expenses of such arbitration shall be borne by the non-prevailing Party, as determined by such arbitration. The provisions of this Section 5.5(b) with respect to the arbitration conducted pursuant to this Section 5.5(b) before JAMS may be enforced by any court of competent jurisdiction, and the Parties seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the Party against whom enforcement is ordered. The Parties agree that this Section 5.5(b) has been included to rapidly and inexpensively resolve any disputes between them with respect to the matters described herein, and that this Section 5.5(b) shall be grounds for dismissal of any court action commenced by any Party with respect to a dispute arising out of such matters, in the event Solidus elects to compel arbitration. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by applicable law or judicial decision. (c) Each Party irrevocably and unconditionally hereby submits to the personal jurisdiction of such courts described in Section 5.5(a) and/or JAMS arbitration described in Section 5.5(b) and waives any objection such Party may now or hereafter have to venue or that such courts and/or JAMS arbitration are inconvenient forums.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, by and in all other respects by construed under the laws of the State of New York Wisconsin without reference to any choice of law doctrine. Each party irrevocably consents to service of process in the manner provided for notices in Section 12.1 hereof and agrees that nothing herein shall affect the right of any party hereto to serve process in any manner permitted by applicable law. (b) The Parties irrevocably and unconditionally submit for any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to agreements wholly performed within this Agreement or any of the borders of such state and without regard Related Agreements or the transactions relating hereto or thereto, to the conflicts exclusive jurisdiction of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court courts of the State of New York, New York Wisconsin sitting in Dane County, or in Wisconsin, and of the United States District Court for the Southern Western District of New YorkWisconsin, and any appellate court from any thereof. The Parties agree that all claims in respect of any such action, litigation or proceeding may be heard and determined in such Wisconsin State court or, to the fullest extent permitted by applicable law, in such federal court, and acknowledge that any legal suit, action, or proceeding arising out of or based upon/relating to this Agreement or the transactions contemplated hereby shall be instituted in such Wisconsin State or federal court. The Parties agree that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Nothing in this Agreement shall affect any right that a Party or any Affiliate of a Party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Related Agreements against the other Party (b) waives or the other Party’s guarantor, as applicable), or their properties and/or assets in the courts of any jurisdiction. Service of process, summons, notice, or other document in accordance with Section 12.1 shall be effective service of process for any suit, action, or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection which it may have or hereafter to the venue of any suit, action, or proceeding in Wisconsin State or federal courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action action, or proceeding, and proceeding brought in any such court has been brought in an inconvenient forum. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby The Parties shall be instituted entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Supreme Court of the State of New York, County of New York County, or in the United States Federal District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court sitting for the Southern District of New York (and appellate courts thereof) (“Selected Courts”), in addition to any other remedy to which they are entitled at law or in equity. Furthermore, each of the Parties (a) consents to submit itself to the personal jurisdiction of such Selected Courts in the event any dispute arises out of this Agreement or the transaction contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than such suitSelected Courts, action and each or proceeding. Each of the Representative and parties irrevocably waives the Company further right to trial by jury, (d) agrees to accept waive any bonding requirement under any applicable law, in the case any other Party seeks to enforce the terms by way of equitable relief, and acknowledge (e) irrevocably consents to service of any process by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business or as otherwise provided by applicable law. (b) This Agreement shall be governed in all respects, including without limitation validity, interpretation and all process which may be served in any such suiteffect, action or proceeding in by the Supreme Court laws of the State of New York, New York County, or in the United States District Court for the Southern District of New York applicable to contracts executed and agrees that service of process upon the Company mailed by certified mail to be performed wholly within such state without giving effect to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service choice of process upon the Company, in any law principles of such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. state. (c) EACH OF THE PARTIES HERETO (ON BEHALF ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF THEMSELVES ANDOR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPONON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THEREBYENFORCEMENT THEREOF.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed (a) This Guaranty and delivered in New York the rights and obligations of the Lender and each of the Transaction Documents and the transactions contemplated hereby and thereby Guarantor shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Ohio, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law principles. Each of Representative and the Company: (a) agrees that any Any legal suit, action or proceeding with respect to this Guaranty may be brought in the Courts of the State of Ohio, or of the United States of America for the Northern District of Ohio, Eastern Division, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor hereby irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered mail, return receipt requested, to such Guarantor at its address provided herein, such service to become effective 30 days after such mailing, or such earlier time as may be provided by applicable law. Nothing herein shall affect the right of the Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against each Guarantor in any other jurisdiction. (b) Each Guarantor hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby in connection with this Guaranty or thereby shall be instituted exclusively any other Loan Document or Loan Document brought in the Supreme Court of the State of New York, New York County, courts referred to in subpart (a) above and hereby further irrevocably waives and agrees not to plead or claim in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, court that such action or proceeding, and proceeding brought in any such court has been brought in an inconvenient forum. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH GUARANTOR AND THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) LENDER HEREBY WAIVES ANY RIGHT THEY MAY HAVE IRREVOCABLY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS GUARANTY, THE TRANSACTION OTHER LOAN DOCUMENTS AND OR THE TRANSACTIONS CONTEMPLATED HEREBY AND OR THEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES THEMSELVES, THEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each of accordance with the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any Law other than Section 5-1401 the Law of The New York General Obligations Law). the State of Delaware. (b) Each of Representative the Parties hereby irrevocably and the Company: (a) agrees that any legal suitunconditionally submits, action or proceeding arising out of or relating for itself and its property, to the Transaction Documents and/or exclusive jurisdiction and venue of the transactions contemplated hereby or thereby shall be instituted exclusively in Court of Chancery of the Supreme State of Delaware (or, to the extent that such court does not have subject matter jurisdiction, the Superior Court of the State of New YorkDelaware) or, New York Countyif it has or can acquire jurisdiction, or in the United States District Court for the Southern District of New YorkDelaware (collectively, the “Chosen Courts”), in any Action arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions or the transactions contemplated by the Ancillary Agreements or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (bi) waives agrees not to commence any such Action, except in the Chosen Courts; (ii) agrees that any claim in respect of any such Action may be heard and determined in the Chosen Courts; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which that it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, Action in the Chosen Courts; and (civ) irrevocably consents waives, to the jurisdiction fullest extent permitted by Law, the defense of Supreme Court an inconvenient forum to the maintenance of the State of New York, New York County, or such Action in the United States District Court for the Southern District of New York in any such suit, action or proceedingChosen Courts. Each of the Representative and the Company further Parties agrees to accept and acknowledge service of any and all process which may be served that a final judgment in any such suit, action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, judgment or in the United States District Court for the Southern District of New York and agrees that any other manner provided by applicable Law. Each Party irrevocably consents to service of process upon inside or outside the Company mailed by certified mail territorial jurisdiction of the Chosen Courts in the manner provided for notices in Section 8.7. Nothing in this Agreement will affect the right of any Party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of this Agreement to serve process upon the Company, in any such suitother manner permitted by applicable Law. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES, action or proceedingAND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, ANY AND ALL RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed THIS AGREEMENT SHALL ------------------------------------------ BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The parties hereby irrevocably submit to have been executed and delivered in New York and each the jurisdiction of the Transaction Documents Chancery Court of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effecthereby waive, and agree not to assert, as a defense in all other respects any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative courts, and the Company: (a) agrees parties irrevocably agree that any legal suit, all claims with respect to such action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively heard and determined in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter such courts. The parties hereby consent to the venue of and grant any such suit, action court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or other papers in the United States District Court for the Southern District of New York in connection with any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York Countymanner provided in Section 16, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Law, shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF SUCH PARTY HAS BEEN AUTHORIZED BY SUCH PARTY TO REPRESENT, OR, TO THE KNOWLEDGE OF SUCH PARTY, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

Governing Law; Venue; Waiver of Jury Trial. The Corporate Laws Of The State Of Delaware Shall Govern All Issues Concerning The Relative Rights Of The Company And Its Stockholders AND All Questions Concerning The Construction, Validity, Enforcement And Interpretation Of This Agreement. THE COMPANY Hereby Irrevocably Submits To The Exclusive Jurisdiction Of The State And Federal Courts Sitting In The STATE OF DELAWARE For The Adjudication Of Any Dispute BROUGHT BY ANY PURCHASER Hereunder, In Connection Herewith Or With Any Transaction Contemplated Hereby Or Discussed Herein (Including With Respect To The Enforcement Of Any Of The Transaction Documents), And Hereby Irrevocably Waives, And Agrees Not To Assert In Any Suit, Action Or ProceedinG BROUGHT BY ANY PURCHASER, Any Claim That It Is Not Personally Subject To The Jurisdiction Of Any Such Court, That Such Suit, Action Or Proceeding Is Improper. Each Transaction Document shall be deemed purchaser HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN DELAWARe, for the adjudication of any dispute brought by the company hereunder, in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to have been executed and delivered in New York and each the enforcement of any of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effecttransaction documents), and hereby irrevocably waives, and agrees not to assert in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to brought by the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New Yorkcompany, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which claim that it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action court or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any that such suit, action or proceeding in the Supreme Court of the State of New Yorkis improper. Each party Hereby Irrevocably Waives Personal Service Of Process And Consents To Process Being Served In Any Such Suit, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO Action Or Proceeding By Mailing A Copy Thereof Via Registered Or Certified Mail Or Overnight Delivery (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORSWith Evidence Of Delivery) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.To Such Party At The Address In Effect For Notices To It Under This Agreement And Agrees That Such Service Shall Constitute Good And Sufficient Service Of Process And

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall (a) This Agreement will be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (b) Any action, suit or other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or Legal Proceeding relating to this Agreement or the Transaction Documents and/or the transactions contemplated hereby enforcement of any provision of this Agreement will be brought or thereby shall be instituted otherwise commenced exclusively in the Supreme Court of Chancery of the State of New YorkDelaware or, New York Countyif jurisdiction over the matter is vested exclusively in the federal courts, or in the United States District Court for the Southern District of New York, Delaware. Each party to this Agreement: (bi) waives any objection which it may have or hereafter expressly and irrevocably consents and submits to the venue exclusive jurisdiction of such court (and each appellate court therefrom) in connection with any such suitaction, action suit or proceeding, Legal Proceeding; (ii) agrees that such court will be deemed to be a convenient forum; and (ciii) irrevocably consents agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or Legal Proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction of Supreme Court such court, that such action, suit or Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper or that this Agreement or the State subject matter of New York, New York County, this Agreement may not be enforced in or in the United States District Court for the Southern District of New York in any by such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. court. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Guaranty, and the rights and obligations of the parties hereto, shall be deemed to have been executed enforced by and delivered construed in New York and each accordance with the Requirements of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Law of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than including Section 5-1401 and Section 5-1402 of The the New York General Obligations Law). Each of Representative The parties hereby irrevocably and the Company: unconditionally (a) agrees that submit to the exclusive jurisdiction of the United States Federal and New York State courts located in the County of New York, State of New York, over any legal suit, action or proceeding Action arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New Yorkthis Guaranty, (b) waives agree that service of any process, summons, notice or document by the means specified herein shall be effective service of process for any Action, suit or proceeding brought against such party in such court, (c) waive any objection which it may have or hereafter to the laying of venue of any such suit, action or proceeding, Action brought in such court has been brought in an inconvenient forum and (cd) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York agree that final judgment in any such suit, action or proceeding. Each of Action in such court shall be conclusive and binding upon the Representative parties and the Company further agrees to accept and acknowledge service of any and all process which may be served enforced in any other courts to whose jurisdiction the party against whom enforcement is sought may be subject, by suit upon such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingjudgment. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, IN ADDITION TO THE FULLEST EXTENT PERMITTED BY LAWFOREGOING, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY EACH PARTY IRREVOCABLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY IT ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION WITH HEREWITH OR THE TRANSACTION DOCUMENTS AND ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THEREBYTHESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed (a) This Agreement and all disputes or controversies arising out of or relating to have been executed and delivered in New York and each of the Transaction Documents and this Agreement or the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws internal Laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principals thereof Laws principles of the State of Delaware. (other than Section 5-1401 of The New York General Obligations Law). b) Each of Representative and the Company: (a) parties irrevocably agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby this Agreement brought by any party against any other party shall be instituted exclusively brought and determined in the Supreme Court of Chancery of the State of New York, New York County, or Delaware; provided that if jurisdiction is not then available in the United States District Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Southern District transactions contemplated hereby. Each of New Yorkthe parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) waives any objection which that it may have or hereafter to the venue its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York proceeding in any such suitcourt is brought in an inconvenient forum, action or proceeding. Each (ii) the venue of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York Countyis improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. court. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND THEREBYSUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 5.6(c).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effectby, and construed and enforced in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts of laws principals thereof any choice- or conflict-of-law provision or rule (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided, that the NCBCA shall govern to the extent mandatorily applicable to North Carolina corporations, and the SCBCA shall govern to the extent mandatorily applicable to South Carolina corporations. In addition, each of the parties (a) submits to the personal jurisdiction of the Delaware Court of Chancery in and for New York, New York Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the United States District Court for the Southern District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware state court sitting in New YorkCastle County, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the Transactions, (b) waives any objection which agrees that it may have will not attempt to deny or hereafter to the venue of defeat such personal jurisdiction by motion or other request for leave from any such suitcourt and (c) agrees that it will not bring any claim, action or proceeding relating to this Agreement or the Transactions in any court other than the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such claim, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York Delaware, or in any the event (but only in the event) that such suitUnited States District Court also does not have jurisdiction over such claim, action or proceeding, any Delaware state court sitting in New Castle County. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and party agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such party in any such suitclaim, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery proceeding shall be deemed effective if notice is given in every respect effective service process upon accordance with the Holder, in any such suit, action or proceeding. THE PARTIES HERETO provisions of this Agreement. (ON BEHALF OF THEMSELVES AND, b) EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONCLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION DOCUMENTS TRANSACTIONS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE TRANSACTIONS CONTEMPLATED HEREBY OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND THEREBYCERTIFICATIONS IN THIS SECTION 9.8.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed All questions concerning the construction, validity and delivered in New York interpretation of this Agreement and each the performance of the Transaction Documents and the transactions contemplated hereby and thereby obligations imposed by this Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York Delaware applicable to agreements wholly Contracts made and to be performed within the borders of in such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)laws. Each party hereby irrevocably submits to the exclusive jurisdiction of Representative the state and federal courts located in Illinois solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such court, and the Company: (a) agrees parties hereto irrevocably agree that any legal suit, all claims with respect to such action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively heard and determined in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter such court. The parties hereby consent to the venue of and grant any such suit, action court jurisdiction over the person of such parties and agree that mailing of process or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or other papers in the United States District Court for the Southern District of New York in connection with any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, manner provided under Section 11 or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery applicable law shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed to have been executed construed and delivered enforced in New York accordance with, and each all questions concerning the construction, validity, interpretation and performance of the Transaction Documents and the transactions contemplated hereby and thereby this Agreement shall be governed as to validityby, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York County, or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the United States District Court for the Southern District The City of New York, (b) waives any objection which it may have or hereafter to Borough of Manhattan, for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any that such suit, action or proceeding is brought in an inconvenient forum or that the Supreme Court venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery proceeding is improper. Nothing contained herein shall be deemed in every respect effective service process upon the Holder, to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such suit, action provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or proceedingrule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT THEY IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY CLAIM BASED UPON, ARISING OUT OF DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE ADDITIONAL NOTES OR ANY TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Mississippi, without regard giving effect to the principles of conflicts of laws principals thereof thereof. (other than Section 5-1401 b) Each party agrees that it will bring any action or proceeding in respect of The New York General Obligations Law). Each any claim arising out of Representative or related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court sitting in the State of Mississippi, and, solely in connection with claims arising under this Agreement or the Mergers that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of such Mississippi courts, (ii) waives any objection to laying venue in any such action or proceeding in the Mississippi courts, (iii) waives any objection that the Mississippi courts are an inconvenient forum or do not have jurisdiction over any party and the Company: (aiv) agrees that service of process upon such party in any legal suit, such action or proceeding will be effective if notice is given in accordance with Section 8.3. (c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives, to the extent permitted by applicable Law at the time of institution of the applicable litigation, any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each party certifies and acknowledges that: (i) no representative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the State foregoing waiver; (ii) each party understands and has considered the implications of New York, New York County, or in the United States District Court for the Southern District of New York, this waiver; (biii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, each party makes this waiver voluntarily; and (civ) irrevocably consents each party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 8.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and each interpretation of the Transaction Documents and the transactions contemplated hereby and thereby this Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York County, or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the United States District Court for the Southern District The City of New York, (b) waives any objection which it may have or hereafter to Borough of Manhattan, for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the Representative and the Company further agrees to accept and acknowledge Party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding in by mailing a copy thereof to such Party at the Supreme Court of the State of New York, New York County, or in the United States District Court address for the Southern District of New York such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingmanner permitted by law. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT THEY IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY CLAIM BASED UPON, DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE ANY TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall (a) This Agreement will be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (b) Any action, suit or other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or Legal Proceeding relating to this Agreement or the Transaction Documents and/or the transactions contemplated hereby enforcement of any provision of this Agreement will be brought or thereby shall be instituted otherwise commenced exclusively in the Supreme Court of Chancery of the State of New YorkDelaware or, New York Countyif jurisdiction over the matter is vested exclusively in the federal courts, or in the United States District Court for the Southern District of New York, Delaware. Each party to this Agreement: (bi) waives any objection which it may have or hereafter expressly and irrevocably consents and submits to the venue exclusive jurisdiction of such court (and each appellate court therefrom) in connection with any such suitaction, action suit or proceeding, Legal Proceeding; (ii) agrees that such court will be deemed to be a convenient forum; and (ciii) irrevocably consents agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or Legal Proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction of Supreme Court such court, that such action, suit or Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper or that this Agreement or the State subject matter of New York, New York County, this Agreement may not be enforced in or in the United States District Court for the Southern District of New York in any by such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. court. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed to have been executed construed and delivered enforced in New York accordance with, and each all questions concerning the construction, validity, interpretation and performance of the Transaction Documents and the transactions contemplated hereby and thereby this Agreement shall be governed as to validityby, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York County, or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the United States District Court for the Southern District The City of New York, (b) waives any objection which it may have or hereafter to Borough of Manhattan, for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any that such suit, action or proceeding is brought in an inconvenient forum or that the Supreme Court venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery proceeding is improper. Nothing contained herein shall be deemed in every respect effective service process upon the Holder, to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such suit, action provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or proceedingrule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT THEY IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY CLAIM BASED UPON, ARISING OUT OF DISPUTE HEREUNDER OR IN CONNECTION WITH THE OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and interpreted in all other respects by accordance with the laws Laws of the State of New York applicable Texas, without giving effect to agreements wholly performed within any conflicts of law provision or rule (whether of the borders State of such state and without regard Texas or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Texas. (b) The Parties hereby irrevocably submit to the conflicts jurisdiction of laws principals thereof (other than Section 5-1401 the courts of The New York General Obligations Law). Each the State of Representative Texas and the Company: (a) agrees that federal courts of the United States of America located in Dallas, Texas, and appropriate appellate courts therefrom, over any legal suit, action or proceeding dispute arising out of or relating to this Agreement or any of the Transaction Documents and/or Transactions, and each Party hereby irrevocably agrees that all claims in respect of such dispute or Proceeding may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by Law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the Transactions brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a Party to this Agreement may become involved. Each Party consents to process being served by any other Party to this Agreement in any Proceeding of the nature specified in this Section 10.1(b) by the mailing of a copy thereof in the manner specified by the provisions of Section 10.7. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATED TO THE SXE COMMITMENT LETTER OR THE PERFORMANCE THEREOF. (d) Notwithstanding anything in this Section 10.1 to the contrary, each of the Parties agrees that it will not bring or support any action or proceeding (whether at law, in equity, in contract, in tort or otherwise) against any Commitment Party (as defined in the SXE Commitment Letter), any Lender (as defined in the SXE Commitment Letter), any affiliate of a Commitment Party or a Lender or any other Person that has committed to provide or otherwise entered into agreements in connection with the SXE Commitment Letter or the financings related thereto in connection with the transactions contemplated hereby (each such Person, a “Debt Financing Source”, and, collectively, the “Debt Financing Sources”) in any way relating to this Agreement or thereby shall be instituted exclusively any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the SXE Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District County of New York, (b) waives any objection which it may have or hereafter to or, if under applicable law exclusive jurisdiction is vested in the venue of any such suitFederal courts, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding(and appellate courts thereof). Each The provisions of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served foregoing sentence in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery this Section 10.1(d) shall be deemed in every respect effective service of process upon the Companyenforceable by each Debt Financing Source, in any such suit, action or proceeding, its affiliates and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYtheir respective successors and permitted assigns.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby This Agreement shall be governed as to validityby, interpretation, construction, effect, interpreted under and construed and enforced in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware (without regard to the any conflicts of laws principals principles thereof (other than Section 5-1401 that would give effect to the laws of The New York General Obligations Lawanother jurisdiction). Each of Representative , and the Company: (a) agrees that any legal dispute, controversy, suit, action or proceeding (“Proceeding”) arising out of or relating to this Award or any other Award, other than injunctive relief, will, notwithstanding anything to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively contrary contained in the Supreme Court of the State of New YorkPlan, be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Delaware law) in accordance with, and pursuant to, the Employment Arbitration Rules and Procedures of JAMS (“JAMS”). The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in the United States District Court for the Southern District any court of New Yorkcompetent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, (b) waives any objection which it may have to compel arbitration, or hereafter to confirm or vacate an award, to the venue of any such suit, action extent authorized by the U.S. Federal Arbitration Act or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York CountyArbitration Act. The Company and the Grantee will share the JAMS administrative fees, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingarbitrator’s fee and expenses. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery party shall be deemed in every respect effective service of process upon the Company, in any responsible for such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holderparty’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingattorneys’ fees. THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDIF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY LAWAPPLICABLE LAW THAT CANNOT BE WAIVED, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS THE GRANTEE AND CREDITORSTHE COMPANY WAIVE AND COVENANT THAT THE GRANTEE AND THE COMPANY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH AN AWARD UNDER THE PLAN OR ANY MATTERS CONTEMPLATED THEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY CLAIM BASED UPONOF ITS AFFILIATES OR THE GRANTEE MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND THE GRANTEE, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO AN AWARD UNDER THE PLAN AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER AN AWARD AGREEMENT UNDER THE PLAN WILL INSTEAD BE TRIED IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYA COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each of accordance with the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any Law other than Section 5-1401 the Law of The New York General Obligations Law). Each the State of Representative and the Company: Delaware. (ab) agrees that any legal suit, action or proceeding All actions arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall this Agreement will be instituted exclusively heard and determined in the Supreme Court of Chancery of the State of New YorkDelaware (or, New York Countyonly if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, or in any federal court within the United States District State of Delaware). The parties hereto (i) submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue purpose of any such suit, action arising out of or proceedingrelating to this Agreement or the Merger or any other transaction contemplated by this Agreement and (ii) irrevocably waive, and (c) irrevocably consents agree not to assert by way of motion, defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of Supreme Court the above-named courts, that the property is exempt or immune from attachment or execution, that any such action is brought in an inconvenient forum, that the venue of such action is improper or that this Agreement or the Merger or any other transaction contemplated by this Agreement may not be enforced in or by any of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingabove-named courts. Each of the Representative and the Company further parties hereto agrees to accept and acknowledge service that mailing of process or other papers in connection with any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 9.7 or in the United States District Court for the Southern District of New York such other manner as may be permitted by Law will be valid and agrees that sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. process. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be deemed based upon, arise out of or relate to have been executed and delivered in New York and each this Agreement, or the negotiation, execution or performance of the Transaction Documents and the transactions contemplated hereby and thereby this Agreement, shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard giving effect to the principles of conflicts of laws principals law thereof that would result in the application of any other jurisdiction’s Laws. (other than Section 5-1401 of b) The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating Parties irrevocably submit to the Transaction Documents and/or jurisdiction of the transactions contemplated hereby or thereby shall be instituted exclusively in Court of Chancery of the Supreme State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such matter, the Superior Court of the State of New York, New York County, or in Delaware and the federal courts of the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of America located in the State of New York, New York County, Delaware) in connection with any dispute that arises in respect of this Agreement and the documents referred to in this Agreement or in respect of the United States District Court for the Southern District of New York Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for interpretation or enforcement hereof or any such suitdocument that it is not subject thereto or that such action, action suit or proceeding. Each of the Representative proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Company further agrees Parties irrevocably agree that all claims with respect to accept such action, suit or proceeding shall be heard and acknowledge service of any determined exclusively by such a Delaware state or federal court. The Parties hereby consent to and all process which may be served in grant any such suitcourt jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, action suit or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 9.3 or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Law shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS, THE EQUITY COMMITMENT LETTER, OR THE EQUITY FINANCING (INCLUDING ANY SUCH LEGAL PROCEEDING INVOLVING FINANCING SOURCES IN CONNECTION WITH THE TRANSACTION DOCUMENTS FINANCING DESCRIBED IN THIS AGREEMENT). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE TRANSACTIONS CONTEMPLATED HEREBY EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND THEREBYHAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed governed and delivered construed in New York and each accordance with the Laws of the Transaction Documents and State of Delaware, without regard to any applicable conflicts of law. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby and thereby shall be governed as exclusively in any federal or state court sitting in Wilmington, Delaware (the “Delaware Courts”), and, solely in connection with claims arising under this Agreement or the Merger that are the subject of this Agreement, (i) irrevocably submits to validity, interpretation, construction, effect, and in all other respects by the laws exclusive jurisdiction of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New YorkDelaware Courts, (bii) waives any objection which it may have or hereafter to the laying venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of Delaware Courts, (iii) waives any objection that the State of New York, New York County, Delaware Courts are an inconvenient forum or in the United States District Court for the Southern District of New York do not have jurisdiction over any party and (iv) agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such party in any such suit, action or proceedingproceeding will be effective if notice is given in accordance with Section 11.2. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWLAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) THE PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) THE PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) THE PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each Regardless of any conflict of law or choice of law principles that might otherwise apply, the Transaction Documents and the transactions contemplated hereby and thereby Parties agree that this Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by in accordance with the laws of the State of New York applicable Delaware. The Parties all expressly agree and acknowledge that the State of Delaware has a reasonable relationship to agreements wholly performed within the borders Parties and/or this Agreement. The Parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any Litigation for the interpretation or enforcement of this Agreement or of any such document, that it is not subject thereto or that such Litigation may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties hereto irrevocably agree that all claims with respect to such Litigation shall be heard and determined in such a Delaware State or Federal court. The Parties hereby consent to and grant any such court jurisdiction over such Parties solely for such purpose and over the subject matter of such state dispute and without regard to agree that mailing of process or other papers in connection with any such Litigation in the conflicts of laws principals thereof (manner provided in this Section 11.9 or in such other than Section 5-1401 of The New York General Obligations Law)manner as may be permitted by Law shall be valid and sufficient service thereof. Each of Representative Party acknowledges and the Company: (a) agrees that any legal suitcontroversy which may arise under this Agreement is likely to involve complicated and difficult issues, action and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any Litigation directly or proceeding indirectly arising out of or relating to this Agreement, or the Transaction Documents and/or the transactions contemplated hereby Transactions. Each Party certifies and acknowledges that (i) no Representative of any other Party has represented, expressly or thereby shall be instituted exclusively otherwise, that such other Party would not, in the Supreme Court event of Litigation, seek to enforce the State of New York, New York County, or in the United States District Court for the Southern District of New Yorkforegoing waiver, (bii) waives any objection which it may have or hereafter to each Party understands and has considered the venue implications of any such suitthis waiver, action or proceeding(iii) each Party makes this waiver voluntarily, and (civ) irrevocably consents each Party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 11.9.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed governed and delivered construed in New York and each accordance with the Laws of the Transaction Documents and State of California, without regard to any applicable conflicts of law. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby and thereby shall be governed as exclusively in any federal or state court sitting in San Xxxx Obispo County (the “California Courts”), and, solely in connection with claims arising under this Agreement or the Merger that are the subject of this Agreement, (i) irrevocably submits to validity, interpretation, construction, effect, and in all other respects by the laws exclusive jurisdiction of the State of New York applicable California Courts, (ii) waives any objection to agreements wholly performed within laying venue in any such action or proceeding in the borders of such state California Courts, (iii) waives any objection that the California Courts are an inconvenient forum or do not have jurisdiction over any party and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (aiv) agrees that service of process upon such party in any legal suit, such action or proceeding will be effective if notice is given in accordance with Section 9.03. (c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives, to the extent permitted by Law at the time of institution of the applicable litigation, any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each party certifies and acknowledges that: (i) no representative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the State foregoing waiver; (ii) each party understands and has considered the implications of New York, New York County, or in the United States District Court for the Southern District of New York, this waiver; (biii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, each party makes this waiver voluntarily; and (civ) irrevocably consents each party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.08.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard giving effect to the principles of conflicts of laws principals thereof (other than Section 5law thereof; provided that, except as specifically set forth in the Debt Commitment Letter, any action, cause of action, claim, cross-1401 claim or third-party claim of The New York General Obligations Law). Each any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source, or any of Representative and its representatives, in any way relating to this Agreement, the Company: (a) agrees that Debt Commitment Letter or any legal suitof the transactions contemplated by this Agreement, action or proceeding including any dispute arising out of or relating in any way to the Transaction Documents and/or Debt Financing or the transactions contemplated hereby or thereby performance thereof shall be instituted exclusively governed by, and construed in accordance with, the Supreme Court internal laws of the State of New York, New York County, without giving effect to principles or in rules or conflict of laws to the United States District Court for extent such principles or rules would require or permit the Southern District application of New York, laws of another jurisdiction. (b) waives THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9.3 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support any objection which it may have action, cause of action, claim, cross-claim or hereafter third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source, or any of its representatives, in any way relating to this Agreement, the Debt Commitment Letter or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the venue Debt Financing or the performance thereof, in any forum other than a court of any such suit, action or proceeding, and (c) irrevocably consents to competent jurisdiction located within the jurisdiction Borough of Supreme Court of Manhattan in the State City of New York, New York CountyYork, whether a state or in Federal court, and that the United States District Court for provisions of Section 9.9(c) relating to the Southern District waiver of New York in jury trial shall apply to any such suitaction, action cause of action, claim, cross-claim or proceedingthird-party claim. Each of the Representative No amendment or modification to this Section 9.9(b) and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Section 9.9(a) above shall be deemed in every respect effective service without the prior written consent of process upon the Company, in any such suit, action or proceedingeach Financing Source and each Financing Source shall be an express third party beneficiary of, and service of process upon shall have the Representative mailed by certified mail right to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holderenforce, in any such suitthis Section 9.9(b) and Section 9.9(a) above. (c) EACH PARTY AND THE SELLER GROUP ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDDEBT COMMITMENT LETTER AND THE TRANSACTION CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS AND DEBT COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.9.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed governed and delivered construed in New York and each accordance with the Laws of the Transaction Documents and State of North Carolina, without regard to any applicable conflicts of law. (b) The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in Charlotte, North Carolina. Each of the parties submits to the exclusive jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and thereby shall be governed as to validityhereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations fullest extent permitted by Law). Each of Representative and the Company: (a) agrees , any objection that any legal suit, action it may now or proceeding arising out of or relating hereafter have to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court laying of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York proceeding in any such suit, action court or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in that any such suit, action or proceeding brought in the Supreme Court of the State of New York, New York County, or any such court has been brought in the United States District Court for the Southern District of New York an inconvenient forum. (c) Each party acknowledges and agrees that service any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of process upon any litigation directly or indirectly arising out of or relating to this Agreement or the Company mailed transactions contemplated by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, this Agreement. Each party certifies and acknowledges that: (i) it has not in any such suitway agreed with or represented to, action or proceedingreceived a representation from, any other party that the provisions of the foregoing waiver will not be fully enforced in all instances; (ii) it understands and service has considered the implications of process upon this waiver; (iii) it makes this waiver voluntarily; and (iv) it has been induced to enter into this Agreement by, among other things, the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed mutual waivers and certifications in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (i) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each of accordance with the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any Law other than Section 5-1401 the Law of The New York General Obligations Law). Each the State of Representative and the Company: Delaware. (aii) agrees that any legal suit, action or proceeding All actions arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall this Agreement will be instituted exclusively heard and determined in the Supreme Court of Chancery of the State of New YorkDelaware (or, New York Countyonly if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, or in any federal court within the United States District State of Delaware). The Parties (A) submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue purpose of any such suit, action arising out of or proceedingrelating to this Agreement or the Merger or any other transaction contemplated by this Agreement and (B) irrevocably waive, and (c) irrevocably consents agree not to assert by way of motion, defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of Supreme Court the above-named courts, that the property is exempt or immune from attachment or execution, that any such action is brought in an inconvenient forum, that the venue of such action is improper or that this Agreement or any transaction contemplated by this Agreement may not be enforced in or by any of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingabove-named courts. Each of the Representative and the Company further Parties agrees to accept and acknowledge service that mailing of process or other papers in connection with any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 5(g) or in the United States District Court for the Southern District of New York such other manner as may be permitted by Law will be valid and agrees that sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyprocess. (iii) EACH PARTY HEREBY IRREVOCABLY WAIVES, in any such suitAND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, ANY AND ALL RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed to have been executed construed under and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to the conflicts of laws principals thereof (other than Section 5-1401 law principles of The New York General Obligations Law)any jurisdiction. Each Any action brought to enforce any provision of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby this Agreement shall be instituted exclusively brought in the Supreme Delaware Court of Chancery, assuming that such Court has jurisdiction of such matter, and to any other federal or state court in the State of New York, New York County, or in Delaware if the United States District Court for the Southern District of New York, (b) waives any objection which it may Chancery does not have or hereafter to the venue of any such suit, action or proceedingjurisdiction, and (c) irrevocably consents the parties hereto hereby consent to the jurisdiction of Supreme Court such courts; provided, however, that in the event an action is brought by the Purchaser Group to enforce its indemnification rights under Article 8 of this Agreement for a matter for which the ITW Purchase Agreement Purchaser Group is entitled to seek indemnification from ITW Parent pursuant to Article 8 of the State ITW Purchase Agreement (including, but not limited to, any action brought by the Purchaser Group to enforce its indemnification rights under Section 8.2(b) of New Yorkthis Agreement), New York Countysuch action shall, to the fullest extent permitted by Applicable Law, be brought in such court in which the ITW Purchase Agreement Purchaser Group is required or in the United States District Court for the Southern District of New York in any such suit, permitted to bring an action or proceeding. Each to enforce its indemnification rights under Article 8 of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingITW Purchase Agreement. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST FULL EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY EACH PARTY IRREVOCABLY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF ITS OBLIGATIONS HEREUNDER OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby a. This Agreement shall be governed as to validityby, interpretation, construction, effectinterpreted under, and construed in all other respects by accordance with the internal laws of the State of New York Delaware applicable to agreements wholly made and to be performed within the borders State of such state Delaware, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. b. All legal actions and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Transaction Documents and/or Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (x) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (y) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than with respect to any appellate court thereof and other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. Each of the parties irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New Yorkhereby, (bi) waives any objection which claim that it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents is not personally subject to the jurisdiction of Supreme Court the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the State of New York, New York County, or in the United States District Court for the Southern District of New York Action in any such suitcourt is brought in an inconvenient forum, action (B) the venue of such Action is improper or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County(C) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. courts. c. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES APPLICABLE LAW ANY RIGHT THEY IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND THEREBY(II) ACKNOWLEDGES THAT IT AND THE OTHERS HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(C).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed (a) This Agreement and all claims or causes of action (whether in contract or tort or otherwise) based upon, arising out of or related to have been executed and delivered in New York and each of the Transaction Documents and this Agreement or the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any law other than Section 5-1401 the laws of The New York General Obligations Law)the State of Delaware, except to the extent the laws of the State of California apply to the powers and duties of the Board of Directors of BioTime or the other internal affairs of BioTime. Each of Representative and the Companyparties hereto: (ai) agrees that any legal suit, action or proceeding arising out of or relating consents to and submits to the Transaction Documents and/or exclusive jurisdiction and venue of the transactions contemplated hereby Court of Chancery of the State of Delaware or thereby shall be instituted exclusively in to the Supreme extent such court does not have subject matter jurisdiction, the Superior Court of the State of New York, New York County, Delaware or in the United States District Court for the Southern District of New YorkDelaware, in any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (bii) waives any objection which it may have or hereafter to the venue agrees that, except as provided for in Section 10.10(b), all claims in respect of any such suit, action or proceeding, Proceeding shall be heard and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York determined in any such suitcourt; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iv) shall not bring any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, action or proceedingSUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS. Each of the Representative and parties hereto waives any defense of inconvenient forum to the Company further agrees to accept and acknowledge service maintenance of any Proceeding so brought and all process which may waives any bond, surety or other security that might be served in required of any such suitother Person with respect thereto. Each of BioTime, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York BAC and Geron hereby agrees that service of process upon any process, summons, notice or document in accordance with the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery provisions of Section 10.7 shall be deemed in every respect effective service of process upon for any Proceeding arising out of or relating to this Agreement or any of the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail transactions contemplated hereby. (b) Notwithstanding anything to the Holder’s address or delivered by Federal Express via overnight delivery contrary contained in this Agreement, any claim for indemnification pursuant to Section 9 shall be deemed brought and resolved exclusively in every respect effective service process upon the Holderaccordance with Schedule 10.10(b); provided, however, that nothing in this Section 10.10(b) shall prevent any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYparty from seeking injunctive and other equitable relief from a court of competent jurisdiction in compliance with Section 10.10(a).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)York. Each of Representative the Ancillary Agreements, other than the Assignment Agreement, the Assumption Agreement, the Intellectual Property License Agreement, the Supply and Auto Services Agreement, the Contract Manufacturing Agreement, the Transition Services Agreement and the Company: Master Lease Agreement (acollectively, the “French Agreements”), shall be governed by and construed in accordance with the laws of the State of New York. Each of the French Agreements shall be governed by and construed in accordance with the laws of the Republic of France. (b) agrees that any legal suit, action or proceeding arising out of or relating Each party (i) irrevocably submits to the Transaction Documents and/or exclusive jurisdiction of the transactions contemplated hereby or thereby United States District Court for the Southern District of New York (or, if that court shall be instituted exclusively in decline jurisdiction, then the Supreme Court of the State of New York, New York County) solely in respect of the interpretation and enforcement of the provisions of this Agreement and the Ancillary Agreements (other than the French Agreements, or except as provided in paragraph (e) of this Section below), and in respect of the United States District Court for Transactions contemplated by this Agreement and the Southern District of New YorkAncillary Agreements (other than the French Agreements, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceedingexcept as so provided below), and (ii) hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement or of any Ancillary Agreement (other than the French Agreements, except as so provided below) (A) that such action, suit or proceeding may not be brought or is not maintainable in said court or that the venue thereof is not appropriate or (B) that this Agreement or any Ancillary Agreement (other than the French Agreements, except as so provided below) may not be enforced in or by such court. The parties hereto irrevocably agree that all claims with respect to any such action, suit or proceeding shall be heard or determined in such court. The parties hereby consent to and grant such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding by certified mail in the manner provided in Section 17.3 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Each party agrees that service of process by notice in accordance with this Agreement or by any other means permitted by rule or order of such court shall be effective service for all purposes. (c) Except as provided in paragraph (e) of this Section below, each party (i) irrevocably consents submits to the jurisdiction of Supreme the Commercial Court of Paris (le Tribunal de Commerce de Paris) solely in respect of the State interpretation and enforcement under the provisions of New Yorkthe French Agreements, and in respect of the Transactions contemplated by the French Agreements, and (ii) hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of any French Agreement, (A) that such action, suit or proceeding may not be brought or is not maintainable in said court or that the venue thereof is not appropriate or (B) that such French Agreement may not be enforced in or by such court. The parties hereto irrevocably agree, except as provided in paragraph (e), that all claims with respect to any such action, suit or proceeding shall be heard or determined in such court. The parties hereby consent to and grant such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding by certified mail in the manner provided in Section 17.3 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Each party agrees that service of process by notice in accordance with this Agreement or by any other means permitted by rule or order of such court shall be effective service for all purposes. (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION. (e) The provisions of paragraph (b) of this Section shall also apply to any French Agreement and (by incorporation therein) the parties thereto if issues of law arise in an action, suit or proceeding commenced under or in respect of both such French Agreement, on the one hand, and this Agreement or an Ancillary Agreement (other than another French Agreement), on the other hand. By way of illustration and not limitation, if a suit between the parties were to arise as to the correct interpretation of the Contract Manufacturing Agreement and this Agreement, then, according to the principles of this Section, the Contract Manufacturing Agreement would be governed by and construed in accordance with French law, this Agreement would be governed by and construed in accordance with New York Countylaw, or in and the only proper jurisdiction and venue for the suit would be the United States District Court for the Southern District of New York in any such suit(or, action if that court were to decline jurisdiction or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suitvenue, action or proceeding in then the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement, including the validity hereof and the rights and obligations of the Company and of the Investors and all amendments and supplements hereto and all waivers and consents hereunder, shall be deemed to have been executed construed in accordance with and delivered in governed by the internal laws of New York and (except as it relates to corporate law involving the Company, in which case it shall be governed by the internal laws of the state of incorporation of the Company) without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the internal laws of any other jurisdiction. Notwithstanding anything to the contrary in this Agreement or any other agreement between any of the parties hereto prior to the date hereof, each of the Transaction Documents and parties hereto, to the transactions contemplated extent it may do so under applicable law, for purposes hereof, hereby and thereby shall be governed as (i) irrevocably submits itself to validity, interpretation, construction, effect, and in all other respects by the laws non-exclusive jurisdiction of the courts of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively sitting in the Supreme Court of the State City of New York, New York CountyBorough of Manhattan, or in and to the United States non-exclusive jurisdiction of the U.S. District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to for the venue purposes of any such suit, action or proceedingother proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, or their successors or any permitted and registered assign; (ii) waives, and (c) irrevocably consents agrees not to the jurisdiction assert, by way of Supreme Court of the State of New Yorkmotion, New York Countyas a defense, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyotherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts; provided that nothing in this paragraph shall be construed as a waiver by any party of any right to seek to remove any such suit, action or proceeding from a state court to a federal court or from a federal court to a state court; and (iii) irrevocably waives personal service of process upon the Representative mailed by certified mail and consents to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, being served in any such suit, action or proceedingproceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided that nothing in this paragraph shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDIRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONLEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE RELATING TO THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYOR THEREBY OR THE SUBJECT MATTER OF ANY OF THE FOREGOING.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws Laws of the State of New York Georgia, regardless of the Laws that might otherwise govern under applicable to agreements wholly performed within principles of conflicts of Laws thereof. (b) Each of the borders of such state parties hereto irrevocably and without regard unconditionally submits to the conflicts exclusive jurisdiction of laws principals thereof the United States District Court for the Northern District of Georgia (and if jurisdiction in such courts shall be unavailable, the Business Courts of the Superior Court of Xxxxxx County, Georgia) for the purposes of any suit, action or other than Section 5-1401 proceeding arising out of The New York General Obligations Lawthis Agreement or any transaction contemplated by this Agreement (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its Subsidiaries except in such courts). Each of Representative the parties further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth below in Section 9.6 shall be effective service of process for any action, suit or proceeding in the State of Georgia with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the Company: (a) agrees that laying of venue of any legal suitaction, action suit or proceeding arising out of this Agreement or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or by this Agreement in the United States District Court for the Southern Northern District of New YorkGeorgia (and if jurisdiction in such courts shall be unavailable, the Business Courts of the Superior Court of Xxxxxx County, Georgia) or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (c) Notwithstanding Section 9.5(a) and (b), each of the parties to this Agreement agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to the Debt Financing to be provided in connection with this Agreement or any of the transactions contemplated by this Agreement (including but not limited to any dispute arising out of or relating in any way to any letter or agreement related to any Debt Financing or the performance thereof) waives in any objection which forum other than any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof. The parties hereto acknowledge and agree that the Financing Sources are express third party beneficiaries of, and may enforce, the provisions of this Section 9.5(c). (d) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have or hereafter to the venue a trial by jury in respect of any such suit, action or proceedingother proceeding directly or indirectly arising out of, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, under or in the United States District Court for the Southern District of New York in any such suit, action or proceedingconnection with this Agreement. Each of the party hereto (i) certifies that no Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any other party has represented, expressly or otherwise, that such suitparty would not, action or proceeding in the Supreme Court event of the State of New Yorkany action, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action suit or proceeding, seek to enforce the foregoing waiver and service of process upon (ii) acknowledges that it and the Representative mailed by certified mail other parties hereto have been induced to enter into this Agreement, by, among other things, the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed mutual waiver and certifications in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.5.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern pursuant to have been executed applicable principles of conflicts of law thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and delivered venue in any state court within the State of New York and each (or, if a state court located within the State of New York declines to accept jurisdiction over a particular matter, any court of the Transaction Documents and United States located in the State of New York) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby and thereby shall agrees that process may be governed as to validity, interpretation, construction, effect, and served upon such party in all other respects any manner authorized by the laws of the State of New York applicable to agreements wholly performed within the borders or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)process. Each of Representative party hereto waives and the Company: (a) covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees that not to commence any legal suit, action proceedings relating to or proceeding arising out of this Agreement or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action jurisdiction or proceedingcourts other than as provided herein. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPONON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN CONNECTION WITH THE TRANSACTION DOCUMENTS NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYENFORCEMENT HEREOF.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Texas without regard to the any principles of conflicts of laws principals thereof (other than Section 5law. All actions or proceedings arising in connection with this Agreement or with respect to the Executive’s employment hereunder shall be tried and litigated exclusively in the federal or state courts located in Hxxxxx County, Texas, and accordingly each party hereby waives any right it may have to assert the doctrine of forum non-1401 conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Agreement, and stipulates that the federal or state courts located in Hxxxxx County, Texas shall have in personam jurisdiction and venue over such party for the purpose of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that litigating any legal suitdispute, action controversy or proceeding arising out of or relating related to this Agreement or with respect to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingExecutive’s employment hereunder. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDTO ENTER INTO THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES APPLICABLE LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPONON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYNEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each of accordance with the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any Law other than Section 5-1401 the Law of The New York General Obligations Law). the State of Delaware. (b) Each of Representative the parties hereby irrevocably and the Company: (a) agrees that any legal suitunconditionally submits, action or proceeding arising out of or relating for itself and its property, to the Transaction Documents and/or exclusive jurisdiction and venue of the transactions contemplated hereby or thereby shall be instituted exclusively in Court of Chancery of the Supreme State of Delaware (or, to the extent that such Court does not have subject matter jurisdiction, the Superior Court of the State of New YorkDelaware) or, New York Countyif it has or can acquire jurisdiction, or in the United States District Court for the Southern District of New YorkDelaware (collectively, the “Chosen Courts”), in any proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (bi) waives agrees not to commence any such proceeding, except in the Chosen Courts; (ii) agrees that any claim in respect of any such proceeding may be heard and determined in the Chosen Courts; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which that it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, proceeding in the Chosen Courts; and (civ) irrevocably consents waives, to the jurisdiction fullest extent permitted by Law, the defense of Supreme Court an inconvenient forum to the maintenance of the State of New York, New York County, or such proceeding in the United States District Court for the Southern District of New York in any such suit, action or proceedingChosen Courts. Each of the Representative and the Company further parties agrees to accept and acknowledge service of any and all process which may be served that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, judgment or in the United States District Court for the Southern District of New York and agrees that any other manner provided by applicable Law. Each party irrevocably consents to service of process upon inside or outside the Company mailed by certified mail territorial jurisdiction of the Chosen Courts the manner provided for notices in Section 4.7. Nothing in this Agreement will affect the right of any party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of this Agreement to serve process upon the Company, in any such suitother manner permitted by applicable Law. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES, action or proceedingAND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, ANY AND ALL RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and their negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to have been executed and delivered in New York and each any of the Transaction Documents and the transactions contemplated hereby and thereby foregoing, whether arising in law or equity, shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within the borders any choice of such state and without regard to the conflicts law or conflict of laws principals thereof law rules or provisions (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court whether of the State of New York, New York County, Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any legal action or proceeding with respect this Agreement shall be brought only in the courts of the United States District Court for the Southern District of New YorkDelaware or any other competent court of the State of Delaware, (b) and, by execution and delivery of this Agreement, each party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts. Each party irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action the aforesaid actions or proceeding, and (c) irrevocably consents to the jurisdiction proceedings arising out of Supreme Court of the State of New York, New York County, or in connection with this Agreement in the United States District Court for the Southern District of New York courts referred to in this paragraph and hereby further irrevocably waives and agrees not to plead or claim in any such suit, court that any such action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding court has been brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and an inconvenient forum. Each party agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery such party in any action shall be deemed effective if notice is given in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingaccordance with Section 9 hereof. THE PARTIES HERETO (ON BEHALF TO THIS AGREEMENT EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL ACTION OR PROCEEDING (INCLUDING COUNTERCLAIMS) RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THIS AGREEMENT OR ANY OF THE TRANSACTIONS OR RELATIONSHIPS HEREBY CONTEMPLATED HEREBY AND THEREBYOR OTHERWISE IN CONNECTION WITH THE ENFORCEMENT OF ANY RIGHTS OR OBLIGATIONS HEREUNDER.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall (a) This Agreement will be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (b) Any action, suit or other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or Legal Proceeding relating to this Agreement or the Transaction Documents and/or the transactions contemplated hereby enforcement of any provision of this Agreement will be brought or thereby shall be instituted otherwise commenced exclusively in the Supreme Court of Chancery of the State of New YorkDelaware or, New York Countyif jurisdiction over the matter is vested exclusively in the federal courts, or in the United States District Court for the Southern District of New York, Delaware. Each Party to this Agreement: (bi) waives any objection which it may have or hereafter expressly and irrevocably consents and submits to the venue exclusive jurisdiction of such court (and each appellate court therefrom) in connection with any such suitaction, action suit or proceeding, Legal Proceeding; (ii) agrees that such court will be deemed to be a convenient forum; and (ciii) irrevocably consents agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or Legal Proceeding commenced in any such court, any claim that such Party is not subject personally to the jurisdiction of Supreme Court such court, that such action, suit or Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper or that this Agreement or the State subject matter of New York, New York County, this Agreement may not be enforced in or in the United States District Court for the Southern District of New York in any by such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. court. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws Laws of the State of New York Maryland applicable to agreements wholly contracts executed in and to be performed within the borders of such state in that State. All actions and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding proceedings arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby this Agreement shall be instituted heard and determined exclusively in any Maryland state or federal court. The parties hereto hereby (a) submit to the Supreme Court exclusive jurisdiction of the State of New York, New York County, any Maryland state or in the United States District Court federal court for the Southern District purpose of New Yorkany action arising out of or relating to this Agreement brought by any party hereto, and (b) waives any objection which it may have irrevocably waive, and agree not to assert by way of motion, defense, or hereafter to the venue of otherwise, in any such suitaction, action or proceeding, and (c) irrevocably consents any claim that it is not subject personally to the jurisdiction of Supreme Court the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the State of New York, New York Countyaction is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in the United States District Court for the Southern District of New York in or by any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suitabove-named courts. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND THEREBYACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each accordance with the laws of the Transaction Documents State of Delaware, without regard to the conflict of laws principles that would result in the application of any Law other than the Law of the State of Delaware. Notwithstanding the foregoing, without limiting anything set forth in Sections 7.5(i), 7.5(j) and 7.5(k), each party hereto agrees that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Financing or any of the transactions contemplated hereby and thereby or thereby, including but not limited to any dispute arising out of or relating in any way to any commitment letter for a Financing or the performance thereof, shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York, without giving effect to any choice of Law or conflict of Laws provision or rule (whether of the State of New York applicable to agreements wholly performed within or any other jurisdiction) that would cause the borders application of such state and without regard to the conflicts Laws of laws principals thereof (any jurisdiction other than Section 5-1401 the State of The New York General Obligations Law(except as expressly specified in any commitment letter for a Financing, the commitment relating to any alternative financing or in any definitive document related to such Financing). Each of Representative and the Company: . (ab) agrees that any legal suitExcept as set forth in this Section 8.7(b), action or proceeding all actions arising out of or relating to this Agreement will be heard and determined in the Transaction Documents and/or Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). The parties hereto (i) submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) for the purpose of any action arising out of or relating to this Agreement or the Merger or any other transaction contemplated by this Agreement and (ii) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that the property is exempt or immune from attachment or execution, that any such action is brought in an inconvenient forum, that the venue of such action is improper or that this Agreement or the Merger or any other transaction contemplated by this Agreement may not be enforced in or by any of the above-named courts; provided that, notwithstanding anything herein to the contrary, without limiting anything set forth in Sections 7.5(i), 7.5(j) and 7.5(k), each of the parties hereto agrees (a) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against a Financing Source in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby shall be instituted exclusively subject to the exclusive jurisdiction of any state or federal court sitting in the Supreme Court Borough of the State of Manhattan, New York, New York County, or in and any appellate court thereof and each party hereto submits for itself and its property with respect to any such action to the United States District Court for the Southern District exclusive jurisdiction of New Yorksuch courts, (b) waives not to bring or permit any of its affiliates or representatives to bring or support anyone else in bringing any such action in any other court, (c) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (d) that the laws described in the last sentence of Section 8.7(a) shall govern any such action and (e) to waive and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingcourt. Each of the Representative and the Company further parties hereto agrees to accept and acknowledge service that mailing of process or other papers in connection with any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New Yorkmanner provided in Section 8.2 or such other manner as may be permitted by Law, New York County, or in the United States District Court for the Southern District of New York will be valid and agrees that sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. process. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY, INCLUDING ANY LITIGATION AGAINST ANY FINANCING SOURCES ARISING OUT OF THIS AGREEMENT OR ANY COMMITMENT LETTER FOR A FINANCING.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement to be deemed to have been executed and delivered brought by or on behalf of any of the parties will be brought or otherwise commenced in any state or federal court located in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validityCounty, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable York. With respect to agreements wholly performed within any such action, each party to this Agreement: (i) expressly and irrevocably consents and submits to the borders non-exclusive jurisdiction of such each state and without regard to federal court located in the conflicts county and city of laws principals thereof (other than Section 5-1401 of The New York, New York General Obligations Law). Each (and each appellate court located in the State of Representative and the Company: New York) in connection with any such legal proceeding; (aii) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively each state and federal court located in the Supreme Court County of New York, the State of New York, New York Countyshall be deemed to be a convenient forum; and (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the United States District Court for the Southern District county and city of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York Countyany claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court. (c) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with the United States District Court for the Southern District of New York in any such suit, action or proceedingtransactions contemplated by this Agreement. Each of the Representative parties hereto hereby (a) certifies that no representative, agent or attorney of the other parties has represented, expressly or otherwise, that such other parties would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the Company further agrees to accept transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and acknowledge service of any and all process which may be served certifications set forth in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 22.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable Delaware, without respect to agreements wholly performed within the borders its principles of such state and without regard conflicts of laws. The parties hereto irrevocably submit to the conflicts jurisdiction of laws principals thereof the Delaware Court of Chancery (other than Section 5-1401 of The or, if such court declines to accept jurisdiction, any state or federal court sitting in or for New York General Obligations Law). Each of Representative and the Company: (aCastle County, Delaware) agrees that with respect to any legal suit, action or proceeding dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the Transaction Documents and/or fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingdisputes relating hereto. Each of the Representative parties hereto (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that it and the Company further agrees other parties have been induced to accept enter into this Agreement by, among other things, the mutual waivers and acknowledge service of any and all process which may be served certifications contained in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed The Plan and delivered in New York and each of all awards granted under the Transaction Documents and the transactions contemplated hereby and thereby Plan shall be governed as to validityby, interpretation, construction, effectinterpreted under, and construed and enforced in all other respects by accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of New York Delaware applicable to agreements made and to be performed wholly performed within the borders State of such state and without regard Delaware. With respect to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding (“Proceeding”) arising out of or relating to the Transaction Documents and/or the transactions this Award Agreement or any transaction contemplated hereby or thereby shall be instituted exclusively in the Supreme Court hereby, each of the State of New York, New York County, or in the United States District Court for the Southern District of New York, parties hereto hereby irrevocably (ba) waives any objection which it may have or hereafter submits to the venue of any such suit, action or proceeding, exclusive personal and (c) irrevocably consents to the legal jurisdiction of Supreme Court of the State of New York, New York County, or in (i) the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding (ii) in the Supreme Court of event that such court lacks jurisdiction to hear the State claim, the state courts of New YorkYork located in the borough of Manhattan, New York CountyCity (the “Selected Courts”), or and waives any objection to venue being laid in the United States District Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the Southern District purpose of New York and agrees that enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process upon in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company mailed and the Participant at their respective addresses consistent with Section 22 of the Plan; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by certified mail law; and (c) except to the Company’s address extent prohibited by law, agrees to be solely responsible for his or delivered its own legal costs. Unless otherwise specifically provided by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail explicit reference to the Holder’s address or delivered jury waiver provision in this Paragraph 5 in a written agreement executed by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderCompany and the Grantee, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDeach Grantee, TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY LAWAPPLICABLE LAW THAT CANNOT BE WAIVED, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS WAIVES, AND CREDITORSCOVENANTS THAT THE GRANTEE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ACTION ARISING OUT OF IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS PLAN OR ANY AWARD AGREEMENT, WHETHER AT THE EFFECTIVE DATE OR THEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATES OR THE GRANTEE MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.GRANTEE, ON THE OTHER HAND, IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THE PLAN

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action This Agreement and all disputes or proceeding controversies arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby or thereby shall be instituted exclusively governed by, and construed in accordance with, the Legal Requirements of the State of New York, without regard to the applicable principles of conflicts that might require the application of Legal Requirements of any other jurisdiction. (b) In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Supreme Court of the State of New York, County of New York Countyor to the extent such court does not have subject matter jurisdiction, or in the United States District Court for the Southern District of New York, (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 6.17, (iii) waives any objection which it may have or hereafter to the laying venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New Yorksuch courts, New York County(iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, or in the United States District Court for the Southern District of New York and (v) agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such party in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery proceeding shall be deemed effective if such process is given as a notice in every respect effective service process upon the Holder, in any such suit, action or proceeding. accordance with Section 6.10 of this Agreement. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be deemed governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts. Any action based upon, arising out of or related to have been executed and delivered this Agreement or the transactions contemplated hereby may only be brought first, in New York the Business Litigation Session of the Superior Court for Suffolk County, in the Commonwealth of Massachusetts or if such court declines jurisdiction, then in the federal courts of the United States of America located in the District of Massachusetts or the courts of the Commonwealth of Massachusetts, and each of the Transaction Documents and parties hereto irrevocably submits to the transactions contemplated hereby and thereby exclusive jurisdiction of such courts in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be governed as to validity, interpretation, construction, effectheard and determined only in any such court, and in all other respects by the laws of the State of New York applicable agrees not to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that bring any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingother court. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Nothing herein contained shall be deemed to affect the right of any party to serve process in every respect effective service of process upon the Companyany manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in any such suiteach case, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, enforce judgments obtained in any such suit, action or proceedingbrought pursuant to this Section 5.5. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY KNOWINGLY, TO THE FULLEST EXTENT PERMITTED BY LAWINTENTIONALLY, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS VOLUNTARILY AND CREDITORS) HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall (a) This Agreement will be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York York, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (other than Section 5-1401 b) The Parties hereto agree that any Legal Proceeding seeking to enforce any provision of, or based on any matter arising out of The or in connection with, this Agreement or the Exchange shall be brought in the state and federal courts sitting in Manhattan, New York General Obligations Law)and any state appellate court therefrom located in Manhattan, New York. Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of Representative and the Company: (a) agrees that such court in respect of any legal suit, action or proceeding equitable Legal Proceeding arising out of or relating to this Agreement or the Transaction Documents and/or the transactions contemplated hereby Exchange, or thereby shall be instituted exclusively in the Supreme Court relating to enforcement of any of the State terms of New Yorkthis Agreement, New York Countyand hereby waives, or and agrees not to assert, as a defense in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suitLegal Proceeding, action or proceeding, and (c) irrevocably consents any claim that it is not subject personally to the jurisdiction of Supreme Court such court, that the Legal Proceeding is brought in an inconvenient forum, that the venue of the State of New York, New York County, Legal Proceeding is improper or that this Agreement or the Exchange may not be enforced in the United States District Court for the Southern District of New York in any or by such suit, action or proceedingcourts. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and Party hereto agrees that notice or the service of process upon in any Legal Proceeding arising out of or relating to this Agreement or the Company mailed by certified mail to the Company’s address Exchange shall be properly served or delivered if delivered in the manner contemplated by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, Section 5.1 or in any such suit, action or proceeding, and service of process upon the Representative mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. applicable Legal Requirement. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYEXCHANGE.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed to have been executed governed by and delivered construed in New York and each accordance with the laws of the Transaction Documents State of Delaware, regardless of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue in any state court within the State of Delaware (or, if a state court located within the State of Delaware declines to accept jurisdiction over a particular matter, any court of the United States located in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby and thereby shall agrees that process may be governed as to validity, interpretation, construction, effect, and served upon such party in all other respects any manner authorized by the laws of the State of New York applicable to agreements wholly performed within the borders Delaware or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)process. Each of Representative party hereto waives and the Company: (a) covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees that not to commence any legal suit, action proceedings relating to or proceeding arising out of this Agreement or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action jurisdiction or proceedingcourts other than as provided herein. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPONON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN CONNECTION WITH THE TRANSACTION DOCUMENTS NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYENFORCEMENT HEREOF.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each Regardless of any conflict of law or choice of law principles that might otherwise apply, the Transaction Documents and the transactions contemplated hereby and thereby Parties agree that this Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by in accordance with the laws of the State of New York applicable Delaware. The Parties all expressly agree and acknowledge that the State of Delaware has a reasonable relationship to agreements wholly performed within the borders Parties and/or this Agreement. The Parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Litigation for the interpretation or enforcement of this Agreement or of any such document, that it is not subject thereto or that such Litigation may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties hereto irrevocably agree that all claims with respect to such Litigation shall be heard and determined in such a Delaware State or Federal court. The Parties hereby consent to and grant any such court jurisdiction over such Parties solely for such purpose and over the subject matter of such state dispute and without regard to agree that mailing of process or other papers in connection with any such Litigation in the conflicts of laws principals thereof (manner provided in this Section 12.13 or in such other than Section 5-1401 of The New York General Obligations Law)manner as may be permitted by Law shall be valid and sufficient service thereof. Each of Representative Party acknowledges and the Company: (a) agrees that any legal suitcontroversy which may arise under this Agreement is likely to involve complicated and difficult issues, action and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any Litigation directly or proceeding indirectly arising out of or relating to the Transaction Documents and/or this Agreement, or the transactions contemplated hereby by this Agreement. Each Party certifies and acknowledges that (i) no Representative of any other Party has represented, expressly or thereby shall be instituted exclusively otherwise, that such other Party would not, in the Supreme Court event of Litigation, seek to enforce the State of New York, New York County, or in the United States District Court for the Southern District of New Yorkforegoing waiver, (bii) waives any objection which it may have or hereafter to each Party understands and has considered the venue implications of any such suitthis waiver, action or proceeding(iii) each Party makes this waiver voluntarily, and (civ) irrevocably consents each Party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 12.13.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed (a) The parties hereby agree that all questions concerning the construction, validity and delivered in New York interpretation of this Agreement and each the performance of the Transaction Documents and the transactions contemplated hereby and thereby obligations imposed by this Agreement, together with any dispute arising hereunder, shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws internal Laws of the State of New York applicable Delaware without giving effect to agreements wholly performed within any choice of Law or conflict of Law provision or rule, notwithstanding that public policy in Delaware or any other forum jurisdiction might indicate that the borders Laws of that or any other jurisdiction should otherwise apply based on contacts with such state and without regard or otherwise. (b) Each party to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) this Agreement hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the this Agreement or any agreements or transactions contemplated hereby or thereby shall be instituted brought exclusively in the Supreme Court courts of the State of New York, New York County, Delaware or in any federal court of the United States District Court of Delaware and hereby expressly submits to the personal jurisdiction and venue of such courts for the Southern District of New York, (b) purposes thereof and expressly waives any objection which it may have or hereafter to the claim of improper venue of and any claim that such suit, action or proceeding, and (c) courts are an inconvenient forum. Each party hereto hereby irrevocably consents to the jurisdiction service of Supreme Court process of any of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served aforementioned courts in any such suit, action or proceeding in by the Supreme Court mailing of the State of New Yorkcopies thereof by registered or certified mail, New York Countypostage prepaid, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed provided in every respect accordance with Section 13.3, such service to become effective service of process upon the Companyten (10) days after such mailing. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT, OR THE TRANSACTION DOCUMENTS AND BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND THEREBYACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 13.6(C).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed to have been executed and delivered in New York and each of the Transaction Documents both this Agreement and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative the Placement Agent and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents this Agreement and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative Placement Agent mailed by certified mail to the HolderPlacement Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderPlacement Agent, in any such suit, action or proceeding. THE PARTIES HERETO COMPANY (ON BEHALF OF THEMSELVES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE PROSPECTUS AND THEREBYTHE GENERAL DISCLOSURE PACKAGE. 17. PA Information. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the term “PA Information” consists solely of the following information in the Prospectus: (i) the second to last paragraph on the front cover page of the Prospectus concerning the terms of the offering by the Placement Agent; and (ii) the statements concerning the Placement Agent contained in the second paragraph under the heading “Plan of Distribution” contained in the Prospectus.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed and delivered construed in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effectaccordance with, and governed in all other respects by by, the laws Laws of the State of New York applicable Delaware (without giving effect to agreements wholly performed within the borders principles of conflicts of Laws provisions of such state and without regard State). (b) The parties hereto irrevocably submit to the conflicts jurisdiction of laws principals thereof the Court of Chancery of the State of Delaware (other than or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding Section 5-1401 111 of The New York the General Obligations Law). Each Corporation Law of Representative the State of Delaware, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware) and the Company: federal courts of the United States of America located in the State of Delaware solely in connection with any dispute that arises in respect of the interpretation and enforcement of the provisions of this Agreement or in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for interpretation or enforcement hereof that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined exclusively by such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, suit or proceeding in the manner provided in Section 7.3 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. (ac) Each party acknowledges and agrees that any legal suitcontroversy which may arise under this Agreement is likely to involve complicated and difficult issues, action and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or proceeding indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each Party certifies and acknowledges that (i) no representative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the foregoing waiver; (ii) such party understands and has considered the implications of the State of New York, New York County, or in foregoing waiver; (iii) such party makes the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, foregoing waiver voluntarily and (civ) irrevocably consents such party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waiver and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 7.9.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document This Agreement shall be deemed to have been executed and delivered in New York and each of the Transaction Documents both this Agreement and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative the Placement Agent and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents this Agreement and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative Placement Agent mailed by certified mail to the HolderPlacement Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderPlacement Agent, in any such suit, action or proceeding. THE PARTIES HERETO COMPANY (ON BEHALF OF THEMSELVES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THEREBYTHE GENERAL DISCLOSURE PACKAGE.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed (a) This Agreement and delivered in New York and each the relationship of the Transaction Documents and the transactions contemplated hereby and thereby Parties hereto shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York Delaware applicable to agreements wholly a contract executed and performed within the borders of in such state and State without regard giving effect to the conflicts of laws principals thereof principles thereof, which would result in the applicability of the laws of another jurisdiction. (b) Any action, suit or other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or Legal Proceeding relating to this Agreement or the Transaction Documents and/or the transactions contemplated hereby enforcement of any provision of this Agreement will be brought or thereby shall be instituted otherwise commenced exclusively in the Supreme Court courts of the State of New York, New York Delaware located in Wilmington County, or in the United States District Court for the Southern District of New York, . Each Party to this Agreement: (bi) waives any objection which it may have or hereafter expressly and irrevocably consents and submits to the venue exclusive jurisdiction of such court (and each appellate court therefrom) in connection with any such suitaction, action suit or proceeding, Legal Proceeding; (ii) agrees that such court will be deemed to be a convenient forum; and (ciii) irrevocably consents agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or Legal Proceeding commenced in any such court, any claim that such Party is not subject personally to the jurisdiction of Supreme Court such court, that such action, suit or Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper or that this Agreement or the State subject matter of New York, New York County, this Agreement may not be enforced in or in the United States District Court for the Southern District of New York in any by such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. court. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall (a) This Agreement will be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (other than Section 5-1401 b) The Parties hereto agree that any Legal Proceeding seeking to enforce any provision of, or based on any matter arising out of The New York General Obligations Law)or in connection with, this Agreement or the Contemplated Transactions shall be brought in the Chancery Court of the State of Delaware located in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper jurisdiction, the Federal District Court for the District of Delaware located in Wilmington, Delaware, and any appellate court therefrom. Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of Representative and the Company: (a) agrees that such court in respect of any legal suit, action or proceeding equitable Legal Proceeding arising out of or relating to this Agreement or the Transaction Documents and/or the transactions contemplated hereby Contemplated Transactions, or thereby shall be instituted exclusively in the Supreme Court relating to enforcement of any of the State terms of New Yorkthis Agreement, New York Countyand hereby waives, or and agrees not to assert, as a defense in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suitLegal Proceeding, action or proceeding, and (c) irrevocably consents any claim that it is not subject personally to the jurisdiction of Supreme Court such court, that the Legal Proceeding is brought in an inconvenient forum, that the venue of the State of New York, New York County, Legal Proceeding is improper or that this Agreement or the Contemplated Transactions may not be enforced in the United States District Court for the Southern District of New York in any or by such suit, action or proceedingcourts. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and Party hereto agrees that notice or the service of process upon in any Legal Proceeding arising out of or relating to this Agreement or the Company mailed by certified mail to the Company’s address Contemplated Transactions shall be properly served or delivered if delivered in the manner contemplated by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, Section 9.1 or in any such suit, action or proceeding, and service of process upon the Representative mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. applicable Legal Requirement. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed governed and delivered construed in New York and each accordance with the Laws of the Transaction Documents and State of Delaware, without regard to any applicable conflicts of law (except that matters relating to the fiduciary duties of the board of directors of Company shall be subject to the Laws of the State of Georgia). (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and exclusively in all other respects by the laws of any federal or state court sitting in the State of New York applicable to agreements wholly performed within Delaware (the borders “Delaware Courts”), and, solely in connection with claims arising under this Agreement or the Merger that are the subject of such state and without regard this Agreement, (i) irrevocably submits to the conflicts exclusive jurisdiction of laws principals thereof the Delaware Courts, (other than Section 5-1401 of The New York General Obligations Law). Each of Representative ii) waives any objection to laying venue in any such action or proceeding in the Delaware Courts, (iii) waives any objection that the Delaware Courts are an inconvenient forum or do not have jurisdiction over any party and the Company: (aiv) agrees that service of process upon such party in any legal suit, such action or proceeding will be effective if notice is given in accordance with Section 9.3. (c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives, to the extent permitted by Law at the time of institution of the applicable litigation, any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each party certifies and acknowledges that: (i) no repre sentative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the State foregoing waiver; (ii) each party understands and has considered the implications of New York, New York County, or in the United States District Court for the Southern District of New York, this waiver; (biii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, each party makes this waiver voluntarily; and (civ) irrevocably consents each party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effectby, and construed and enforced in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and South Carolina, without regard to the conflicts any choice or conflict of laws principals thereof law provision or rule (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court whether of the State of New YorkSouth Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of South Carolina; provided that the GBCC shall govern to the extent mandatorily applicable to Georgia corporations. In addition, New York County, or in each of the parties hereto (i) submits to the personal jurisdiction of the United States District Court for the Southern District of New YorkSouth Carolina, or in the event (but only in the event) that such United States District Court does not have jurisdiction over such dispute, any South Carolina state court sitting in Richland County, South Carolina, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (bii) waives any objection which agrees that it may have will not attempt to deny or hereafter to the venue of defeat such personal jurisdiction by motion or other request for leave from any such suitcourt, and (iii) agrees that it will not bring any claim, action or proceeding, and (c) irrevocably consents proceeding relating to this Agreement or the jurisdiction of Supreme Court of the State of New York, New York County, or transactions contemplated hereby in any court other than the United States District Court for the Southern District of New York South Carolina sitting in any Richland County, South Carolina, or in the event (but only in the event) that such suitUnited States District Court does not have subject matter jurisdiction over such claim, action or proceeding, in any South Carolina state court sitting in Richland County, South Carolina. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and party agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such party in any such suitclaim, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery proceeding shall be deemed effective if notice is given in every respect effective service process upon accordance with the Holder, in any such suit, action or proceeding. THE PARTIES HERETO provisions of this Agreement. (ON BEHALF OF THEMSELVES AND, b) EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONCLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THEREBY(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to the any applicable conflicts of laws principals thereof law. (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (ab) agrees that any legal suit, action or proceeding All Actions arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby this Agreement shall be instituted exclusively heard and determined in the Supreme Delaware Court of Chancery, or if no such state court has proper jurisdiction, then the Federal courts located in the State of New YorkDelaware (collectively, New York County, or in the United States District Court “Delaware Courts”). The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Courts for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue purpose of any such suit, action Action arising out of or proceedingrelating to this Agreement brought by any party hereto, and (cii) irrevocably consents waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of Supreme Court the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the State of New York, New York CountyAction is improper, or that this Agreement may not be enforced in or by any of the United States District Court for the Southern District of New York in any such suit, action or proceedingabove-named courts. Each of the Representative and the Company further agrees parties hereto hereby irrevocably consents to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed in any Action arising out of or relating to this Agreement, on behalf of itself or its property, by certified U.S. registered mail to such party’s respective address set forth in Section 5.1 (Notices). Nothing in this Agreement will affect the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service right of any party to this Agreement to serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. Law. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES APPLICABLE LAW ANY RIGHT THEY IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTHIS AGREEMENT. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement, by, among other things, the mutual waivers and certifications in this Section 5.6.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the any applicable conflicts of law. (b) The parties hereby (i) irrevocably submit to the exclusive jurisdiction of the Federal Courts of the United States of America located in the State of Delaware (the “Federal Courts”), or, if jurisdiction in the Federal Courts is not available, the courts of the State of Delaware (the “Delaware Courts”), in respect of any claim, dispute or controversy relating to or arising out of the negotiation, interpretation or enforcement of this Agreement or any of the documents referred to in this Agreement or the transactions contemplated hereby or thereby (any such claim being a “Covered Claim”); (ii) irrevocably agree to request that the Federal Courts, or as applicable, the Delaware Courts adjudicate any Covered Claim on an expedited basis and to cooperate with each other to assure that an expedited resolution of any such dispute is achieved; (iii) waive, and agree not to assert, as a defense in any action, suit or proceeding raising a Covered Claim that any of the parties hereto is not subject to the personal jurisdiction of the Delaware Courts or the Federal Courts or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may be inappropriate or inconvenient or that this Agreement or any such document may not be enforced in or by such courts; and (iv) irrevocably agree to abide by the rules of procedure applied by the Federal Courts, or as applicable, the Delaware Courts (including the procedures for expedited pre-trial discovery) and waive any objection to any such procedure on the ground that such procedure would not be permitted in the courts of some other jurisdiction or would be contrary to the laws principals thereof (of some other than Section 5-1401 jurisdiction. The parties further agree that any Covered Claim has a significant connection with the State of The New York General Obligations Law)York, and will not contend otherwise in any proceeding in any court of any other jurisdiction. Each party represents that it has agreed to the jurisdiction of Representative the Federal Courts and the Company: Delaware Courts in respect of Covered Claims after being fully and adequately advised by legal counsel of its own choice concerning the procedures and law applied in the Federal Courts and the Delaware Courts and has not relied on any representation by any other party or its Affiliates, representatives or advisors as to the content, scope, or effect of such procedures and law, and will not contend otherwise in any proceeding in any court of any jurisdiction. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law. (ac) Each party acknowledges and agrees that any legal suitcontroversy which may arise under this Agreement is likely to involve complicated and difficult issues, action and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or proceeding indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each party certifies and acknowledges that: (i) no representative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the State foregoing waiver; (ii) each party understands and has considered the implications of New York, New York County, or in the United States District Court for the Southern District of New York, this waiver; (biii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, each party makes this waiver voluntarily; and (civ) irrevocably consents each party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 10.6.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) Subject to Section 9.12, this Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be deemed based upon, arise out of or relate to have been executed and delivered in New York and each this Agreement, or the negotiation, execution or performance of the Transaction Documents and the transactions contemplated hereby and thereby this Agreement, shall be governed as by and construed in accordance with the laws of the State of Delaware, without giving effect to validitythe principles of conflicts of law thereof; provided, interpretationhowever, construction, effect, that issues involving the consummation and in all other respects effects of the Merger will be governed by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard Nevada to the conflicts extent the application of laws principals thereof Nevada law is mandatory. (other than b) Subject to Section 5-1401 of The New York General Obligations Law). Each of Representative and 9.12, the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating Parties irrevocably submit to the Transaction Documents and/or jurisdiction of the transactions contemplated hereby or thereby shall be instituted exclusively in Court of Chancery of the Supreme State of Delaware or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such matter, the Superior Court of the State of New York, New York County, or in Delaware and the federal courts of the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of America located in the State of New YorkDelaware, New York County, in connection with any dispute that arises in respect of this Agreement and the documents referred to in this Agreement or in respect of the United States District Court for the Southern District of New York Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for interpretation or enforcement hereof or any such suitdocument that it is not subject thereto or that such action, action suit or proceeding. Each of the Representative proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Company further agrees Parties irrevocably agree that all claims with respect to accept such action, suit or proceeding shall be heard and acknowledge service of any determined exclusively by such a Delaware state or federal court. The Parties hereby consent to and all process which may be served in grant any such suitcourt jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, action suit or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 9.3 or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Law shall be deemed in every respect effective valid and sufficient service of process upon the Companythereof. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THEY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITH THE TRANSACTION DOCUMENTS EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE TRANSACTIONS CONTEMPLATED HEREBY IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND THEREBY(IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed governed and delivered construed in New York and each accordance with the Laws of the Transaction Documents and State of Delaware, without regard to any applicable conflicts of law (except that matters relating to the fiduciary duties of the board of directors of Company shall be subject to the Laws of the State of Georgia). (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and exclusively in all other respects by the laws of any federal or state court sitting in the State of New York applicable to agreements wholly performed within Delaware (the borders “Delaware Courts”), and, solely in connection with claims arising under this Agreement or the Merger that are the subject of such state and without regard this Agreement, (i) irrevocably submits to the conflicts exclusive jurisdiction of laws principals thereof the Delaware Courts, (other than Section 5-1401 of The New York General Obligations Law). Each of Representative ii) waives any objection to laying venue in any such action or proceeding in the Delaware Courts, (iii) waives any objection that the Delaware Courts are an inconvenient forum or do not have jurisdiction over any party and the Company: (aiv) agrees that service of process upon such party in any legal suit, such action or proceeding will be effective if notice is given in accordance with Section 9.3. (c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives, to the extent permitted by Law at the time of institution of the applicable litigation, any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each party certifies and acknowledges that: (i) no representative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the State foregoing waiver; (ii) each party understands and has considered the implications of New York, New York County, or in the United States District Court for the Southern District of New York, this waiver; (biii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, each party makes this waiver voluntarily; and (civ) irrevocably consents each party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable Wisconsin without reference to agreements wholly performed within any choice of law doctrine. Each Party irrevocably consents to service of process in the borders manner provided for notices in Section 12.1 hereof and agrees that nothing herein shall affect the right of such state any Party hereto to serve process in any manner permitted by Applicable Law. (b) The Parties irrevocably and without regard unconditionally submit for any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the Related Agreements or the transactions relating hereto or thereto, to the conflicts exclusive jurisdiction of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court courts of the State of New York, New York Wisconsin sitting in Dane County, or in Wisconsin, and of the United States District Court for the Southern Western District of New YorkWisconsin, (b) waives and any appellate court from any thereof. The Parties agree that all claims in respect of any such action, litigation or proceeding may be heard and determined in such Wisconsin State court or, to the fullest extent permitted by Applicable Law, in such federal court, and acknowledge that any legal suit, action, or proceeding arising out of or based upon/relating to this Agreement or the transactions contemplated hereby shall be instituted in such Wisconsin State or federal court. The Parties agree that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Nothing in this Agreement shall affect any right that a Party or any Affiliate of a Party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Related Agreements against the other Party or their properties and/or assets in the courts of any jurisdiction for purposes of enforcement. Service of process, summons, notice, or other document in accordance with Section 12.1 shall be effective service of process for any suit, action, or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection which it may have or hereafter to the venue of any suit, action, or proceeding in Wisconsin State or federal courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action action, or proceeding, and proceeding brought in any such court has been brought in an inconvenient forum. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed (a) This Agreement and all disputes or controversies arising out of or relating to have been executed and delivered in New York and each of the Transaction Documents and this Agreement or the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws internal Laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principals thereof Laws principles of the State of Delaware. (other than Section 5-1401 of The New York General Obligations Law). b) Each of Representative and the Company: (a) parties irrevocably agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby this Agreement brought by any party against any other party shall be instituted exclusively brought and determined in the Supreme Court of Chancery of the State of New YorkDelaware, New York County, or provided that if jurisdiction is not then available in the United States District Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Southern District transactions contemplated hereby. Each of New Yorkthe parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (bA) waives any objection which claim that it may have or hereafter is not personally subject to the venue jurisdiction of the courts in Delaware as described herein for any reason, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (i) the suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York proceeding in any such suitcourt is brought in an inconvenient forum, action or proceeding. Each (ii) the venue of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York Countyis improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. court. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND THEREBYSUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 5.6(c).

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and interpreted in all other respects by accordance with the laws Laws of the State of New York applicable Texas, without giving effect to agreements wholly performed within any conflicts of law provision or rule (whether of the borders State of such state and without regard Texas or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Texas. (b) The Parties hereby irrevocably submit to the conflicts jurisdiction of laws principals thereof (other than Section 5-1401 the courts of The New York General Obligations Law). Each the State of Representative Texas and the Company: (a) agrees that federal courts of the United States of America located in Dallas, Texas, and appropriate appellate courts therefrom, over any legal suit, action or proceeding dispute arising out of or relating to this Agreement or any of the Transaction Documents and/or Transactions, and each Party hereby irrevocably agrees that all claims in respect of such dispute or Proceeding may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by Law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the Transactions brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a Party to this Agreement may become involved. Each Party consents to process being served by any other Party to this Agreement in any Proceeding of the nature specified in this Section 11.1(b) by the mailing of a copy thereof in the manner specified by the provisions of Section 11.7. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATED TO THE SXE COMMITMENT LETTER OR THE PERFORMANCE THEREOF. (d) Notwithstanding anything in this Section 11.1 to the contrary, each of the Parties agrees that it will not bring or support any action or proceeding (whether at law, in equity, in contract, in tort or otherwise) against any Commitment Party (as defined in the SXE Commitment Letter), any Lender (as defined in the SXE Commitment Letter), any affiliate of a Commitment Party or a Lender or any other Person that has committed to provide or otherwise entered into agreements in connection with the SXE Commitment Letter or the financings related thereto in connection with the transactions contemplated hereby (each such Person, a “Debt Financing Source”, and, collectively, the “Debt Financing Sources”) in any way relating to this Agreement or thereby shall be instituted exclusively any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the SXE Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District County of New York, (b) waives any objection which it may have or hereafter to or, if under applicable law exclusive jurisdiction is vested in the venue of any such suitFederal courts, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding(and appellate courts thereof). Each The provisions of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served foregoing sentence in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery this Section 11.1(d) shall be deemed in every respect effective service of process upon the Companyenforceable by each Debt Financing Source, in any such suit, action or proceeding, its affiliates and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYtheir respective successors and permitted assigns.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document (a) This Agreement shall be deemed to have been executed governed and delivered construed in New York and each accordance with the Laws of the Transaction Documents and State of California, without regard to any applicable conflicts of law. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby and thereby shall be governed as exclusively in any federal or state court sitting in Los Angeles County or San Diego Court (the “California Courts”), and, solely in connection with claims arising under this Agreement or the Merger that are the subject of this Agreement, (i) irrevocably submits to validity, interpretation, construction, effect, and in all other respects by the laws exclusive jurisdiction of the State of New York applicable California Courts, (ii) waives any objection to agreements wholly performed within laying venue in any such action or proceeding in the borders of such state California Courts, (iii) waives any objection that the California Courts are an inconvenient forum or do not have jurisdiction over any party and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (aiv) agrees that service of process upon such party in any legal suit, such action or proceeding will be effective if notice is given in accordance with Section 9.3. (c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives, to the extent permitted by Law at the time of institution of the applicable litigation, any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Transaction Documents and/or this Agreement or the transactions contemplated hereby by this Agreement. Each party certifies and acknowledges that: (i) no representative, agent or thereby shall be instituted exclusively attorney of any other party has represented, expressly or otherwise, that such other party would not, in the Supreme Court event of litigation, seek to enforce the State foregoing waiver; (ii) each party understands and has considered the implications of New York, New York County, or in the United States District Court for the Southern District of New York, this waiver; (biii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, each party makes this waiver voluntarily; and (civ) irrevocably consents each party has been induced to enter into this Agreement by, among other things, the jurisdiction of Supreme Court of the State of New York, New York County, or mutual waivers and certifications in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYthis Section 9.7.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby (a) This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, as to all matters, including matters of validity, interpretation, construction, effect, performance and in all other respects by remedies. (b) The parties (i) hereby irrevocably and unconditionally submit to the laws jurisdiction of the State state courts of New York applicable to agreements wholly performed within the borders of such state Delaware and without regard to the conflicts jurisdiction of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to Delaware for the venue purpose of any such suit, action or proceedingother proceeding arising out of or based upon this Agreement, and (cii) irrevocably consents agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the jurisdiction state courts of Supreme Court of the State of New York, New York County, Delaware or in the United States District Court for the Southern District of New York in any such suitDelaware and (iii) hereby waive, action or proceeding. Each and agree not to assert, by way of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suitmotion, action or proceeding in the Supreme Court of the State of New York, New York Countyas a defense, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyotherwise, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail any claim that it is not subject personally to the Holder’s address jurisdiction of the above-named courts, that its property is exempt or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon immune from attachment or execution, that the Holder, in any such suit, action or proceeding. proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDTRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT OR THE TRANSACTIONS OR THE FACTS OR CIRCUMSTANCES LEADING TO EACH PARTY’S EXECUTION OR PERFORMANCE OR ANY ACTIONS OF ANY OF THE AFFILIATES OR REPRESENTATIVES OF ANY OTHER PARTY RELATED THERETO. (d) EACH OF THE SECURITYHOLDER REPRESENTATIVE, THE COMPANY, BUYER AND MERGER SUB (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE THAT SUCH OTHER PARTY WOULD NOT IN CONNECTION WITH THE TRANSACTION DOCUMENTS EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, (2) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (3) IT MAKES SUCH WAIVERS KNOWINGLY AND VOLUNTARILY, AND (4) ACKNOWLEDGES THAT IT AND THE TRANSACTIONS CONTEMPLATED HEREBY OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND THEREBYCERTIFICATIONS IN THIS SECTION 13.3.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed (a) All issues and delivered in New York questions concerning the construction, validity, interpretation and each enforceability of the Transaction Documents and the this Agreement or any transactions contemplated hereby hereby, and thereby all Legal Proceedings arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York applicable Louisiana, without giving effect to agreements wholly performed within the borders any choice of such state and without regard to the conflicts law or conflict of laws principals thereof law rules or provisions (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court whether of the State of New York, New York County, Louisiana or in any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Louisiana. (b) The parties hereby agree and consent to be subject to the exclusive jurisdiction of the United States District Court for the Southern Eastern District of New YorkLouisiana or, (b) waives any objection which it may have or hereafter to the extent such court declines jurisdiction, to any state court located in Orleans or Terrebonne in the State of Louisiana (and in each case of the appropriate appellate courts therefrom), and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue of in connection with any such suit, action or other proceeding, and . (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New YorkEACH PARTY HERETO HEREBY KNOWINGLY, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. INTENTIONALLY AND VOLUNTARILY AND WITH AND UPON THE PARTIES HERETO (ON BEHALF ADVICE OF THEMSELVES AND, COMPETENT COUNSEL IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LEGAL PROCEEDING (WHETHER BASED UPONON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (ii) THE TRANSACTIONS CONTEMPLATED HEREBY OR (iii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THEREBY(2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) This Agreement will be deemed to have been executed construed and delivered enforced in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any law other than Section 5-1401 the law of The New York General Obligations Law). Each the State of Representative and the Company: Delaware. (ab) agrees that any legal suit, action or proceeding All actions arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall this Agreement will be instituted exclusively heard and determined in the Supreme Court of Chancery of the State of New YorkDelaware (or, New York Countyonly if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, or in any federal court within the United States District State of Delaware). The Parties (i) submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue purpose of any such suit, action arising out of or proceedingrelating to this Agreement or any of the transactions contemplated by this Agreement and (ii) irrevocably waive, and (c) irrevocably consents agree not to assert by way of motion, defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of Supreme Court the above-named courts, that the property is exempt or immune from attachment or execution, that any such action is brought in an inconvenient forum, that the venue of such action is improper or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingabove-named courts. Each of the Representative and the Company further Parties agrees to accept and acknowledge service that mailing of process or other papers in connection with any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 2.6 or in the United States District Court for the Southern District of New York such other manner as may be permitted by law will be valid and agrees that sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyprocess. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES, in any such suitAND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, ANY AND ALL RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and each interpretation of the Transaction Documents and the transactions contemplated hereby and thereby this Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within any choice of law or conflict of law provision or rule (whether of the borders State of such Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and without regard federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute under or in connection with this Agreement or the other documents or agreements contemplated hereby (including the Securities Purchase Agreement and the documents and agreements executed in connection therewith, notwithstanding any provision therein to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (acontrary) agrees that or with any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions transaction contemplated hereby or thereby shall be instituted exclusively or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the Representative and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding in by mailing a copy thereof to such party at the Supreme Court of the State of New York, New York County, or in the United States District Court address for the Southern District of New York such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Representative mailed in any manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery law. Nothing contained herein shall be deemed in every respect effective service process upon the Holder, to limit in any such suit, action or proceedingway any right to serve process in any manner permitted by law. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT THEY IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY CLAIM BASED UPON, ARISING OUT OF DISPUTE HEREUNDER OR IN CONNECTION WITH THE OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE ADMINISTRATIVE AGENT, THE OTHER CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. Any legal action or proceeding with respect to this Guaranty may be deemed to have been executed and delivered brought in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Courts of the State of New York applicable to agreements wholly performed within Ohio, or of the borders United States of such state America for the Northern District of Ohio, Eastern Division, and, by execution and without regard delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor hereby irrevocably consents to the conflicts service of laws principals thereof (other than Section 5-1401 process out of The New York General Obligations Law). Each any of Representative and the Company: (a) agrees that aforementioned courts in any legal suit, such action or proceeding by the mailing of copies thereof by registered mail, return receipt requested, to such Guarantor at its address provided herein, such service to become effective 30 days after such mailing, or such earlier time as may be provided by applicable law. Nothing herein shall affect the right of the Administrative Agent or any of the other Creditors to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against each Guarantor in any other jurisdiction. (b) Each Guarantor hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby in connection with this Guaranty or thereby shall be instituted exclusively any other Credit Document or Guaranteed Document brought in the Supreme Court of the State of New York, New York County, courts referred to in Section 22(a) above and hereby further irrevocably waives and agrees not to plead or claim in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, court that such action or proceeding, and proceeding brought in any such court has been brought in an inconvenient forum. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New YorkEACH GUARANTOR, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE PARTIES HERETO (ON BEHALF OF THEMSELVES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ADMINISTRATIVE AGENT AND CREDITORS) EACH OTHER CREDITOR HEREBY IRREVOCABLY WAIVES ANY RIGHT THEY MAY HAVE ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS GUARANTY, THE TRANSACTION OTHER CREDIT DOCUMENTS AND OR THE TRANSACTIONS CONTEMPLATED HEREBY AND OR THEREBY.

Governing Law; Venue; Waiver of Jury Trial. Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the Transaction Documents and the transactions contemplated hereby and thereby shall (a) This Agreement will be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York York, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (b) Any action, suit or other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or Legal Proceeding relating to this Agreement or the Transaction Documents and/or the transactions contemplated hereby enforcement of any provision of this Agreement will be brought or thereby shall be instituted otherwise commenced exclusively in the Supreme Court of state and federal courts sitting in the State City of New York, New York County, or in the United States District Court for the Southern District Borough of New York, Manhattan. Each party to this Agreement: (bi) waives any objection which it may have or hereafter expressly and irrevocably consents and submits to the venue exclusive jurisdiction of such court (and each appellate court therefrom) in connection with any such suitaction, action suit or proceeding, Legal Proceeding; (ii) agrees that such court will be deemed to be a convenient forum and (ciii) irrevocably consents agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or Legal Proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction of Supreme Court such court, that such action, suit or Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper or that this Agreement or the State subject matter of New York, New York County, this Agreement may not be enforced in or in the United States District Court for the Southern District of New York in any by such suit, action or proceeding. Each of the Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. court. (c) EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LEGAL REQUIREMENTS, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYTRANSACTIONS.