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

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the 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 agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Venue; Waiver of Jury Trial. This Agreement Each Transaction Document shall be governed by deemed to have been executed and construed delivered in accordance with the laws New York and each of the 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 Transaction Documents 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 agrees that process may thereby shall be served upon such party governed as to validity, interpretation, construction, effect, and in any manner authorized all other respects by the laws of the State of Illinois or in New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service than Section 5-1401 of processThe New York General Obligations Law). Each party hereto waives of Representative and covenants not to assert or plead any objection the Company: (a) agrees that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to suit, action 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 jurisdiction such suit, action or courts other than as provided hereinproceeding. EACH OF 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 IRREVOCABLY WAIVES ALL ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONCLAIM BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR IN CONNECTION WITH THE ACTIONS OF A PARTY IN TRANSACTION DOCUMENTS AND THE NEGOTIATION, ADMINISTRATION, PERFORMANCE TRANSACTIONS CONTEMPLATED HEREBY AND ENFORCEMENT HEREOFTHEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement 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 referred exclusively, construed and enforced in accordance with, and the rights of the Parties shall be governed by and construed in accordance with by, the laws of the State of IllinoisNew York, regardless without giving effect to the conflict of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of, or related to, this Indemnification Agreement (x) and involving a Debtor, in the parties hereto United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) and (y) if not involving any Debtor, in any state court in the city and county of New York or 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 consents submits to the exclusive jurisdiction and the authority of the Bankruptcy Court, (ii) waives any objection to laying venue in the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in that court is not available, any such action or proceeding in the state courts of Illinois located in Xxxx CountyBankruptcy Court, Illinoisand (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 matter based upon or right it may have to a trial by jury in any legal proceeding arising out of 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 event of litigation, seek to enforce the foregoing waiver, and agrees (b) acknowledges that process it and the other Parties have been induced to enter into this Indemnification Agreement by, among other things, the mutual waivers and certifications as set forth in this Section 4. It is understood and agreed that money damages may not be served upon a sufficient remedy for any breach or threatened breach of this Indemnification Agreement and that each Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such party in any manner authorized breach or threatened breach by the laws of other to the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFextent permitted by law.

Governing Law; Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed and enforced in accordance with with, and all questions concerning the construction, validity, interpretation and performance of this Agreement and the Warrants shall be governed by the internal laws of the State of IllinoisNew York, regardless without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York 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 State of Nevada). The Company, each Subscriber and each holder of a Warrant, by acceptance thereof, agrees that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each all legal proceedings concerning the interpretations, enforcement and defense of the parties hereto 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, Borough of Manhattan. The Company, each Subscriber and each holder of a Warrant, by acceptance thereof, hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois (orNew York, if subject matter jurisdiction in that court is not available, in Borough of Manhattan for the state courts adjudication of Illinois located in Xxxx County, Illinois) any dispute hereunder or in connection herewith or with any matter based upon transaction contemplated hereby or arising out discussed herein (including with respect to the enforcement of this Agreement or the transactions contemplated a Warrant) and hereby irrevocably waives and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert in any suit, action or plead proceeding, any objection claim that it is not personally subject to the jurisdiction of any such court, that such party might otherwise have to suit, action or proceeding is brought in an inconvenient forum or that the venue of such jurisdictionsuit, venue and processaction or proceeding is improper. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. THE COMPANY, EACH SUBSCRIBER AND EACH HOLDER OF THE PARTIES HERETO A WARRANT, BY ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY ACTION, PROCEEDING CONNECTION WITH OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, A WARRANT OR RELATING TO THIS AGREEMENT ANY TRANSACTION CONTEMPLATED HEREBY OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTHEREBY.

Governing Law; Venue; Waiver of Jury Trial. 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 governed by by, and construed in accordance with with, the internal laws of the State of IllinoisNew York. Any action based upon, 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 or related to this Agreement or the transactions contemplated hereby and agrees that process may only be served upon such party brought in any manner authorized by the laws 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 Illinois or New York, in such other manner as may be lawfuleach case located in the City of New York, Borough of Manhattan, and that service each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts in any such manner shall constitute valid and sufficient service of process. Each party hereto action, waives and covenants not to assert or plead any objection that such party might otherwise it may now or hereafter have to such personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be heard and process. Each party hereto hereby determined only in any such court, and agrees not to commence bring any legal proceedings relating to or action arising out of or relating to this Agreement or the transactions contemplated hereby in any jurisdiction other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or courts to commence legal proceedings or otherwise proceed against any other than as provided hereinparty in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 5.5. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONACTION BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by by, interpreted under and construed and enforced in accordance with the laws of the State of Illinois, regardless Delaware (without regard to any conflicts of laws principles thereof that would give effect to 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 another jurisdiction), and venue in the United States District Court – Northern District of Illinois any dispute, controversy, suit, action or proceeding (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Xxxx County, Illinois“Proceeding”) in connection with any matter based upon or arising out of or relating to this Agreement Award or any other Award, other than injunctive relief, will, notwithstanding anything to the transactions contemplated hereby contrary contained in the Plan, be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Delaware law) in accordance with, and agrees that process 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 served upon such party entered as a judgment or order in any manner court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the laws of U.S. Federal Arbitration Act or the State of Illinois or in such other manner as may be lawfulNew York Arbitration Act. The Company and the Grantee will share the JAMS administrative fees, the arbitrator’s fee and that service in such manner shall constitute valid and sufficient service of processexpenses. Each party hereto waives and covenants not to assert or plead any objection that shall be responsible for such party might otherwise have to such jurisdictionparty’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE GRANTEE AND THE COMPANY WAIVE AND COVENANT THAT THE GRANTEE AND THE COMPANY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTIONACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH AN AWARD UNDER THE PLAN OR ANY MATTERS CONTEMPLATED THEREBY, PROCEEDING WHETHER NOW OR COUNTERCLAIM (HEREAFTER ARISING, AND WHETHER BASED ON SOUNDING IN CONTRACT, TORT OR OTHERWISE) , AND AGREE 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 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 THIS AN AWARD UNDER THE PLAN AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER AN AWARD AGREEMENT OR UNDER THE ACTIONS PLAN WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFJUDGE SITTING WITHOUT A JURY.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, regardless Delaware applicable to Contracts made and to be performed in such state without regard to conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the laws 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 consents agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in the United States District Court – Northern District agree that mailing of Illinois (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out of this Agreement or proceeding in the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois provided under Section 11.6 or in such other manner as may be lawful, and that service in such manner permitted by applicable law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF A ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATIONEVENT OF LITIGATION, ADMINISTRATIONSEEK TO ENFORCE THE FOREGOING WAIVER, PERFORMANCE (ii) EACH PARTY UNDERSTANDS AND ENFORCEMENT HEREOFHAS 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. 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 governed by by, and construed in accordance with with, the internal laws of the State of IllinoisNew York. Any action based upon, 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 or related to this Agreement or the transactions contemplated hereby and agrees that process may only be served upon such party brought in any manner authorized by the laws 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 Illinois or New York, in such other manner as may be lawfuleach case located in the City of New York, Borough of Manhattan, and that service each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts in any such manner shall constitute valid and sufficient service of process. Each party hereto action, waives and covenants not to assert or plead any objection that such party might otherwise it may now or hereafter have to such personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be heard and process. Each party hereto hereby determined only in any such court, and agrees not to commence bring any legal proceedings relating to or action arising out of or relating to this Agreement or the transactions contemplated hereby in any jurisdiction other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or courts to commence legal proceedings or otherwise proceed against any other than as provided hereinparty in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5.5. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONACTION BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement and the Securities shall be governed by and construed and enforced in accordance with with, and all questions concerning the construction, validity, interpretation and performance of this Agreement and the Securities shall be governed by the internal laws of the State of IllinoisNew York, regardless without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York 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 State of Nevada). The Company and the Subscriber, by acceptance thereof, agrees that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each all legal proceedings concerning the interpretations, enforcement and defense of the parties hereto transactions contemplated by this Agreement and the Securities (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, Borough of Manhattan. The Company and the Subscriber, by acceptance thereof, hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois (orNew York, if subject matter jurisdiction in that court is not available, in Borough of Manhattan for the state courts adjudication of Illinois located in Xxxx County, Illinois) any dispute hereunder or in connection herewith or with any matter based upon transaction contemplated hereby or arising out discussed herein (including with respect to the enforcement of this Agreement or the transactions contemplated Preferred Stock) and hereby irrevocably waives and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert in any suit, action or plead proceeding, any objection claim that it is not personally subject to the jurisdiction of any such court, that such party might otherwise have to suit, action or proceeding is brought in an inconvenient forum or that the venue of such jurisdictionsuit, venue and processaction or proceeding is improper. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO COMPANY AND THE SUBSCRIBER, BY ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY ACTION, PROCEEDING CONNECTION WITH OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, regardless California and the laws of the United States applicable therein (in each case without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws that might otherwise govern pursuant of any other jurisdiction) and shall be treated in all respects as a California contract. Any action, suit or proceeding arising out of or relating to applicable principles of conflicts of law thereofthis 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 parties hereto hereby irrevocably consents and unconditionally waives any objection to the exclusive jurisdiction and laying of venue in the United States District Court – Northern District of Illinois (orany action, 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 suit or proceeding arising out of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in San Francisco County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any jurisdiction such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or courts other than as provided hereinproceeding 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. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFNothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with 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 the laws jurisdiction of the courts of the State of Illinois, regardless Texas and the Federal court of the laws 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 such document may not be enforced in or by such courts, and the parties hereto irrevocably consents agree that all claims with respect to such action or proceeding shall be heard and determined in such a Texas State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in over the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in of such dispute and agree that court is not available, in the state courts mailing of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out proceeding in the manner provided in Section 11.4 of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner permitted by Law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF THE PARTIES HERETO 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 ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE ACTIONS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF A ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATIONEVENT OF LITIGATION, ADMINISTRATIONSEEK TO ENFORCE THE FOREGOING WAIVER, PERFORMANCE (ii) EACH PARTY UNDERSTANDS AND ENFORCEMENT HEREOFHAS 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. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of the any of the Transaction Documents), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in any manner authorized such Proceeding shall be reimbursed by the laws other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFProceeding.

Governing Law; Venue; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNevada, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Warrant (whether brought against a party hereto irrevocably consents to the exclusive jurisdiction and venue in the United States District Court – Northern District of Illinois (oror its respective Affiliates, if subject matter jurisdiction in that court is not availabledirectors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Illinois located in Xxxx CountyLas Vegas, Illinois) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and processNevada. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Las Vegas, Nevada for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Warrant), and hereby irrevocably waives, and agrees not to commence assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings relating to or proceeding arising out of or relating to this Agreement Warrant or the transactions contemplated hereby hereby. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in any jurisdiction such action or courts proceeding shall be reimbursed by the other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONparty for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFpreparation and prosecution of such action or proceeding.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of the any of the Transaction Documents), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in any manner authorized such Proceeding shall be reimbursed by the laws other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFProceeding.

Governing Law; Venue; Waiver of Jury Trial. This Agreement The Plan and all awards granted under the Plan shall be governed by by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of IllinoisDelaware applicable to agreements made and to be performed wholly within the State of Delaware. With respect to any suit, regardless action or proceeding (“Proceeding”) arising out of the laws that might otherwise govern pursuant or relating to applicable principles of conflicts of law thereof. Each this Award Agreement or any transaction contemplated hereby, each of the parties hereto hereby irrevocably consents (a) submits to the exclusive personal and legal jurisdiction and venue in of (i) the United States District Court – Northern for the Southern District of Illinois New York or (orii) in the event that such court lacks jurisdiction to hear the claim, if subject matter jurisdiction in that court is not available, in the state courts of Illinois New York located in Xxxx Countythe borough of Manhattan, Illinois) in connection with any matter based upon or arising out of this Agreement or New York City (the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful“Selected Courts”), and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating 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 purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to or arising out service of this Agreement or the transactions contemplated hereby process in any jurisdiction Proceeding by the mailing of copies thereof by registered or courts certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company 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 than as manner permitted by law; and (c) except to the extent prohibited by law, agrees to be solely responsible for his or its own legal costs. Unless otherwise specifically provided herein. EACH OF by explicit reference to the jury waiver provision in this Paragraph 5 in a written agreement executed by the Company and the Grantee, each Grantee, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT THE GRANTEE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTIONACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THE PLAN OR ANY AWARD AGREEMENT, PROCEEDING WHETHER AT THE EFFECTIVE DATE OR COUNTERCLAIM (THEREAFTER ARISING, AND WHETHER BASED ON SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT , 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 GRANTEE, ON THE OTHER HAND, IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT THE PLAN OR THE ACTIONS ANY AWARD AGREEMENT, AND THAT ANY SUCH PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFJUDGE SITTING WITHOUT A JURY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement 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 construed in accordance with and governed by the internal laws of New York (except as it relates to corporate law involving the Company, in which case it shall be governed by and construed 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 accordance with this Agreement or any other agreement between any of the laws parties hereto prior to the date hereof, each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof, hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of IllinoisNew York sitting in the City of New York, regardless Borough of Manhattan, and to the non-exclusive jurisdiction 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 U.S. District Court – Northern for the Southern District of Illinois (orNew York, if subject matter jurisdiction in that court is not availablefor the purposes of any suit, in the state courts of Illinois located in Xxxx County, Illinois) in connection with any matter based upon action or other proceeding arising out of this Agreement 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 agrees not to assert, by way of motion, as a defense, or otherwise, 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 and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid good and sufficient service of process. Each party hereto waives process and covenants not notice thereof; provided that nothing in this paragraph shall be deemed to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby limit in any jurisdiction or courts other than as provided hereinway any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS SUBJECT MATTER OF A PARTY IN ANY OF THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFFOREGOING.

Governing Law; Venue; Waiver of Jury Trial. This Regardless of any conflict of law or choice of law principles that might otherwise apply, the Parties agree that this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Illinois, regardless Delaware. The Parties all expressly agree and acknowledge that the State of Delaware has a reasonable relationship to the Parties and/or this Agreement. The Parties hereby irrevocably submit to the jurisdiction of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each courts of the parties hereto irrevocably consents to State of Delaware and the exclusive jurisdiction and venue in Federal courts of the United States District Court – Northern District of Illinois (orAmerica 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, if 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 jurisdiction in of such dispute and agree that court is not available, in the state courts mailing of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon or arising out of such Litigation in the manner provided in this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois Section 11.9 or in such other manner as may be lawful, and that service in such manner permitted by Law shall constitute be valid and sufficient service of processthereof. Each party hereto 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 and covenants not to assert or plead any objection that right such party might otherwise Party may have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence a trial by jury in respect of any legal proceedings relating to Litigation directly or indirectly arising out of or relating to this Agreement, or the Transactions. Each Party certifies and acknowledges that (i) no Representative 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 or by, among other things, the transactions contemplated hereby mutual waivers and certifications in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthis Section 11.9.

Governing Law; Venue; Waiver of Jury Trial. This 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 any of the foregoing, whether arising in law or equity, shall be governed by by, and construed in accordance with with, the laws of the State of IllinoisDelaware, regardless without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws that might otherwise govern pursuant to applicable principles of conflicts any jurisdiction other than the State of law thereofDelaware. Each Any legal action or proceeding with respect this Agreement shall be brought only in the courts of the parties hereto irrevocably consents to the exclusive jurisdiction and venue in the United States District Court – Northern for the District of Illinois (orDelaware or any other competent court of the State of Delaware, if subject matter 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 in that court is not available, in of such courts. Each party irrevocably waives any objection which it may now or hereafter have to the state courts laying of Illinois located in Xxxx County, Illinois) venue of the aforesaid actions or proceedings arising out of or in connection with any matter based upon or arising out of this Agreement or in the transactions contemplated courts referred to in this paragraph and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Each party agrees that service of process may be served upon such party in any manner authorized by the laws of the State of Illinois or action shall be effective if notice is given in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of processaccordance with Section 9 hereof. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO TO THIS AGREEMENT EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO OF TRIAL BY JURY IN ANY ACTION, LEGAL ACTION OR PROCEEDING (INCLUDING COUNTERCLAIMS) RELATING TO OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE ACTIONS TRANSACTIONS OR RELATIONSHIPS HEREBY CONTEMPLATED OR OTHERWISE IN CONNECTION WITH THE ENFORCEMENT OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFANY RIGHTS OR OBLIGATIONS HEREUNDER.

Governing Law; Venue; Waiver of Jury Trial. (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 this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Illinois, regardless Delaware without regard to conflict of laws principles that would result in the application of any law other than the laws of the State of Delaware, except to the extent the laws that might otherwise govern pursuant of the State of California apply to applicable principles the powers and duties of conflicts the Board of law thereofDirectors of BioTime or the other internal affairs of BioTime. Each of the parties hereto irrevocably hereto: (i) consents to and submits to the exclusive jurisdiction and venue in of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court – Northern for the District of Illinois (or, if subject matter jurisdiction in that court is not availableDelaware, in the state courts of Illinois located in Xxxx County, Illinois) in connection with any matter based upon or Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby by this Agreement; (ii) agrees that, except as provided for in Section 10.10(b), all claims in respect of any such Proceeding shall be heard and agrees that process may be served upon such party determined in any manner authorized such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by the laws of the State of Illinois motion or in other request for leave from any such other manner as may be lawful, court; and that service in such manner (iv) shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead bring any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any jurisdiction or courts other than as provided hereincourt. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATIONTRANSACTIONS. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any Proceeding so brought and waives any bond, ADMINISTRATIONsurety or other security that might be required of any other Person with respect thereto. Each of BioTime, PERFORMANCE AND ENFORCEMENT HEREOFBAC and Geron hereby agrees that service of any process, summons, notice or document in accordance with the provisions of Section 10.7 shall be effective service of process for any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby.

Governing Law; Venue; Waiver of Jury Trial. This Agreement Guaranty, and the rights and obligations of the parties hereto, shall be governed enforced by and construed in accordance with the laws Requirements of Law of the State of Illinois, regardless New York (including Section 5-1401 and Section 5-1402 of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereofNew York General Obligations Law). Each of the The parties hereto hereby irrevocably consents and unconditionally (a) submit to the exclusive jurisdiction and venue in of the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in that court is not available, Federal and New York State courts located in the state courts County of Illinois located in Xxxx CountyNew York, Illinois) in connection with State of New York, over any matter based upon or Action arising out of or relating to this Agreement Guaranty, (b) agree that service of any process, summons, notice or document by the transactions contemplated hereby and agrees that means specified herein shall be effective service of process may be served upon for any Action, suit or proceeding brought against such party in such court, (c) waive any manner authorized by objection to the laws laying of the State venue of Illinois or any such Action brought in such other manner as court has been brought in an inconvenient forum and (d) agree that final judgment in any such Action in such court shall be conclusive and binding upon the parties and may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby enforced in any other courts to whose jurisdiction or courts other than as provided hereinthe party against whom enforcement is sought may be subject, by suit upon such judgment. IN ADDITION TO THE FOREGOING, EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY IT ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS AGREEMENT GUARANTY, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ACTIONS ADMINISTRATION THEREOF OR ANY OF A PARTY IN THE NEGOTIATIONTRANSACTIONS CONTEMPLATED HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTHESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of IllinoisNew York, regardless without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws that might otherwise govern pursuant to applicable principles of conflicts any jurisdictions other than the State of law thereofNew York. Each of the parties hereto Party hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in The City of New York, Borough of Manhattan, for the United States District Court – Northern District adjudication of Illinois (orany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the state courts venue of Illinois located such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in Xxxx Countyany such suit, Illinois) in connection with any matter based upon action or arising out of proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid good and sufficient service of processprocess and notice thereof. Each party hereto waives and covenants not Nothing contained herein shall be deemed to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby limit in any jurisdiction or courts other than as provided hereinway any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY ACTION, PROCEEDING CONNECTION HEREWITH OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, regardless Delaware applicable to Contracts made and to be performed in such state without regard to conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the laws 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 consents agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in the United States District Court – Northern District agree that mailing of Illinois (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out of this Agreement or proceeding in the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois provided under Section 11 or in such other manner as may be lawful, and that service in such manner permitted by applicable law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF A ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATIONEVENT OF LITIGATION, ADMINISTRATIONSEEK TO ENFORCE THE FOREGOING WAIVER, PERFORMANCE (ii) EACH PARTY UNDERSTANDS AND ENFORCEMENT HEREOFHAS 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. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in The City of New York, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of any of this Agreement), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement or any of the Transaction Documents or the transactions contemplated hereby and agrees that process may be served upon such or thereby. If either party in shall commence an action or proceeding to enforce any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out provisions of this Agreement or any Transaction Document, then the transactions contemplated hereby prevailing party in any jurisdiction such action or courts proceeding shall be reimbursed by the other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONparty for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFpreparation and prosecution of such action or proceeding.

Governing Law; Venue; Waiver of Jury Trial. This Agreement 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 and construed in accordance with the internal laws of the State of Illinois, regardless of New York without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereoflaws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the parties hereto irrevocably consents Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the exclusive jurisdiction and venue 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 – Northern for the Southern District of Illinois New York, (orb) waives any objection which it may have or hereafter to the venue of any such suit, if subject matter action or proceeding, and (c) irrevocably consents to the 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 agrees that process may be served upon such party in any manner authorized by the laws Supreme Court of the State of Illinois New York, New York County, or in the United States District Court for the Southern District of New York in any such other manner as 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 lawfulserved 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 that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not process upon the Representative mailed by certified mail to assert the Holder’s address or plead any objection that such party might otherwise have to such jurisdictiondelivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction such suit, action or courts other than as provided hereinproceeding. EACH OF THE PARTIES HERETO (ON BEHALF OF THEMSELVES, THEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONCLAIM BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR IN CONNECTION WITH THE ACTIONS OF A PARTY IN TRANSACTION DOCUMENTS AND THE NEGOTIATION, ADMINISTRATION, PERFORMANCE TRANSACTIONS CONTEMPLATED HEREBY AND ENFORCEMENT HEREOFTHEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisNew York, 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 United States District Court – Northern District State of Illinois New York (or, if subject matter a state court located within the State of New York declines to accept jurisdiction in that over a particular matter, any court is not available, of the United States located in the state courts State of Illinois located in Xxxx County, IllinoisNew York) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois New York or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Venue; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by any of the Transaction Documents (whether brought against a party hereto 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, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of any of this Warrant), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement Warrant or any of the Transaction Documents or the transactions contemplated hereby and agrees that process may be served upon such or thereby. If either party shall commence an action or proceeding to enforce any provisions of this Warrant or any Transaction Document, then the prevailing party in any manner authorized such action or proceeding shall be reimbursed by the laws other party for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois such action or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFproceeding.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed under and governed by and construed in accordance with the laws of the 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 agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service Delaware without regard to the conflicts of processlaw principles of any jurisdiction. Each party hereto waives and covenants not Any action brought to assert or plead enforce any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out provision of this Agreement shall be brought in the Delaware Court of Chancery, assuming that such Court has jurisdiction of such matter, and to any other federal or state court in the transactions contemplated State of Delaware if the Court of Chancery does not have jurisdiction, and the parties hereto hereby consent to the jurisdiction of 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 ITW Purchase Agreement (including, but not limited to, any jurisdiction action brought by the Purchaser Group to enforce its indemnification rights under Section 8.2(b) of this Agreement), such 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 courts other than as provided hereinpermitted to bring an action to enforce its indemnification rights under Article 8 of the ITW Purchase Agreement. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT AGAINST IT IN RESPECT OF OR RELATING TO THIS AGREEMENT ITS OBLIGATIONS HEREUNDER OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York (except for matters governed by corporate law in the State of Wyoming), regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of this Agreement), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such Proceeding is improper. each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such hereby. if either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in any manner authorized such Proceeding shall be reimbursed by the laws other party for its attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFProceeding.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisDelaware, 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 United States District Court – Northern District State of Illinois Delaware (or, if subject matter a state court located within the State of Delaware declines to accept jurisdiction in that over a particular matter, any court is not available, of the United States located in the state courts State of Illinois located in Xxxx County, IllinoisDelaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois Delaware or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Venue; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisDelaware, regardless without giving effect to any choice or conflict of law provision or rule (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. In addition, each of the parties hereto irrevocably agrees that might otherwise govern pursuant any legal action or proceeding with respect to applicable principles this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of conflicts any judgment in respect of law thereofthis Agreement and the rights and obligations arising hereunder brought by the other party hereto or such party’s successors or assigns, shall be brought and determined exclusively in the state or federal courts of the State of Delaware. Each of the parties hereto hereby irrevocably consents submits with regard to any such action or proceeding for itself and in respect of such party’s property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and venue in the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in agrees that court is such party will not available, in the state courts of Illinois located in Xxxx County, Illinois) in connection with bring any matter based upon or arising out of action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert as a defense, counterclaim or plead otherwise, in any objection action or proceeding with respect to this Agreement, (a) any claim that such party might otherwise have is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 5.6, (b) any claim that such jurisdiction, venue and process. Each party hereto hereby agrees not to commence or such party’s property is exempt or immune from the jurisdiction of any such court or from any legal proceedings relating 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 arising out otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement Agreement, or the transactions contemplated hereby subject matter hereof, may not be enforced in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFby such courts.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisDelaware, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, managers, officers, shareholders, members, employees or agents) shall be conducted through binding arbitration in Shanghai, China. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of arbitration conducted in Shanghai, China for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Agreement), and venue hereby irrevocably waives, and agrees not to assert in the United States District Court – Northern District of Illinois (orany suit, if subject matter jurisdiction in action or proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in any manner authorized such action or proceeding shall be reimbursed by the laws other party for its reasonable attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois such action or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of processproceeding. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.适用法律；地点；放弃法庭审判 本协议按特拉华州法律解释和执行，不考虑法律冲突。协议各方同意将与本协议有关的法律行为（包括向协议一方或向其关联机构、管理人员、董事、股东、员工、代理提起的法律行为），如效力、执行、解释，在中国上海仲裁。协议各方同意将与本协议或相关交易有关的争议在中国上海仲裁，放弃向法院提起诉讼的权利。协议各方放弃个人送达，同意接受挂号信送达或隔夜快递送达（附送达证明），但不得视为法律许可的送达方式在此受到限制。协议各方在法律许可范围内，放弃与本协议有关的任何诉讼权利。 如果任何一方提起仲裁，执行本协议条款，败诉方需向胜诉方支付合理的律师费用，为调查、准备、提起仲裁支出的合理费用。

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisWashington, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense 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 by this Agreement and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each Transaction Documents (whether brought against a party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdictionits respective Affiliates, venue and processemployees or agents) shall be commenced exclusively in the Washington Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Washington Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to commence assert in any legal proceedings relating proceeding, any claim that it is not personally subject to the jurisdiction of any such Washington Court, or arising out that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or the transactions contemplated hereby and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any jurisdiction or courts other than as provided hereinway any right to serve process in any manner permitted by law. EACH OF THE PARTIES PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATIONTRANSACTIONS CONTEMPLATED HEREBY. If either party shall commence an Action to enforce any provisions of a Transaction Document, ADMINISTRATIONthen the substantially prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, PERFORMANCE AND ENFORCEMENT HEREOFpreparation and prosecution of such Action.

Governing Law; Venue; Waiver of Jury Trial. This Agreement, and all actions, claims, matters, Proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of, relating to or based on this Agreement shall be governed by and construed in accordance with the laws Laws of the State of IllinoisDelaware applicable to agreements made and to be performed within such State, regardless without regard to the conflict of laws principles of such State to the extent that the application of the laws that might otherwise govern pursuant to applicable principles Laws of conflicts of law thereofanother jurisdiction would be required. Each of the The parties hereto do hereby irrevocably consents consent and submit to the sole and exclusive venue and jurisdiction and venue of any federal court located in the United States District Court – Northern District of Illinois Wilmington, Delaware (or, if subject matter jurisdiction such court lacks jurisdiction, any state court located in that court is not availableWilmington, Delaware) for such relevant matters, and further agree that, in the state courts event of Illinois located any action or suit as to any relevant matters among the parties, service of process may be made upon the other parties by mailing a copy of the summons and/or complaint to the other parties at the addresses set forth herein. Each party further waives any objection that it may now or hereafter have to the venue of any such action, Proceeding or counterclaim in Xxxx Countyany such court or that such action, Illinois) Proceeding or counterclaim was brought in connection with any matter based upon an inconvenient forum and agrees not to plead or arising out of this Agreement or claim the transactions contemplated hereby same; and agrees that process it will not bring any action, Proceeding or counterclaim relating to any relevant matter hereby in any court other than the aforesaid courts. Notwithstanding anything to the contrary contained herein, the parties may be served upon seek to enforce any final judgment of any such party federal or state court residing in Wilmington, Delaware in any other jurisdiction in any manner authorized provided by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinapplicable Law. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY TO ANY RELEVANT MATTERS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE ACTIONS OF A PARTY MUTUAL WAIVERS AND CERTIFICATIONS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTHIS SECTION 5.6.

Governing Law; Venue; Waiver of Jury Trial. All Questions Concerning The Construction, Validity, Enforcement And Interpretation Of This Agreement shall be governed Agreement. THE COMPANY Hereby Irrevocably Submits To The Exclusive Jurisdiction Of The State And Federal Courts Sitting In The CITY OF NEW YORK, BOROUGH OF MANHATTAN 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 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 and construed the company hereunder, in accordance connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the laws enforcement of any of the State of Illinoistransaction documents), regardless of and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding brought by the laws company, any claim that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of the parties hereto irrevocably consents it is not personally subject to the exclusive jurisdiction and venue in the United States District Court – Northern District of Illinois (orany such court or that such suit, if subject matter jurisdiction in that court action or proceeding 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 agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of processimproper. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdictionHereby Irrevocably Waives Personal Service Of Process And Consents To Process Being Served In Any Such Suit, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Action Or Proceeding By Mailing A Copy Thereof Via Registered Or Certified Mail Or Overnight Delivery (With Evidence Of Delivery) To Such Party At The Address In Effect For Notices To It Under This Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.And Agrees That Such Service Shall Constitute Good And Sufficient Service Of Process And

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, regardless Michigan applicable to Contracts made and to be performed in such state without regard to conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the laws state and federal courts located in Michigan 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 consents agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in the United States District Court – Northern District agree that mailing of Illinois (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out of this Agreement or proceeding in the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois provided under Section 11.6 or in such other manner as may be lawful, and that service in such manner permitted by applicable law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF A ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATIONEVENT OF LITIGATION, ADMINISTRATIONSEEK TO ENFORCE THE FOREGOING WAIVER, PERFORMANCE (ii) EACH PARTY UNDERSTANDS AND ENFORCEMENT HEREOFHAS 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. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Redeemable Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisIdaho, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the state of idaho. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue in the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in that court is not available, federal courts sitting in the state courts of Illinois located in Xxxx County, Illinois) Idaho for the adjudication of any dispute hereunder or in connection herewith or with any matter based upon transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Redeemable Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Redeemable Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement Redeemable Warrant or any of the Transaction Documents or the transactions contemplated hereby and agrees that process may be served upon such or thereby. If either party shall commence an action or proceeding to enforce any provisions of this Redeemable Warrant or any Transaction Document, then the prevailing party in any manner authorized such action or proceeding shall be reimbursed by the laws other party for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois such action or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFproceeding.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, regardless Delaware applicable to Contracts made and to be performed in such state without regard to conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the laws state and federal courts located in Missouri 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 consents agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in the United States District Court – Northern District agree that mailing of Illinois (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out of this Agreement or proceeding in the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois provided under Section 11.6 or in such other manner as may be lawful, and that service in such manner permitted by applicable law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF A ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATIONEVENT OF LITIGATION, ADMINISTRATIONSEEK TO ENFORCE THE FOREGOING WAIVER, PERFORMANCE (ii) EACH PARTY UNDERSTANDS AND ENFORCEMENT HEREOFHAS 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. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisDelaware, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington. Each party hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois Wilmington, County of New Castle, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of any of the Transaction Documents), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts of Illinois located address in Xxxx County, Illinois) in connection with any matter based upon or arising out of effect for notices to it under this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid good and sufficient service of processprocess and notice thereof. Each party hereto waives and covenants not Nothing contained herein shall be deemed to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby limit in any jurisdiction way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or courts proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONparty for its attorneys' fees and other costs and expenses incurred with the investigation, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFpreparation and prosecution of such action or proceeding.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York (except for matters governed by corporate law in the State of Wyoming), regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of this Agreement), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in any manner authorized such Proceeding shall be reimbursed by the laws other party for its attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFProceeding.

Governing Law; Venue; Waiver of Jury Trial. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisDelaware, regardless of the laws that might otherwise govern pursuant without respect to applicable its principles of conflicts of law thereoflaws. Each of the The parties hereto irrevocably consents submit to the exclusive jurisdiction and venue in of the United States District Delaware Court – Northern District of Illinois Chancery (or, if subject matter jurisdiction such court declines to accept jurisdiction, any state or federal court sitting in that court is not available, in the state courts of Illinois located in Xxxx or for New Castle County, IllinoisDelaware) in connection with respect to any matter based upon or dispute arising out of or relating to this Letter 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 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 and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or brought in such other manner as may be lawful, and that service in court or any defense of inconvenient forum for the maintenance of such manner shall constitute valid and sufficient service of processdispute or proceeding. Each party hereto waives and covenants not to assert agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or plead in any objection that such party might otherwise have to such jurisdiction, venue and processother manner provided by law. Each party hereto hereby agrees not irrevocably and unconditionally waives, to commence the fullest extent permitted by law, any legal proceedings relating right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto. Each of the 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 any jurisdiction or courts the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that it and the other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONparties have been induced to enter into this Letter Agreement by, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACTamong other things, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthe mutual waivers and certifications contained in this Section 7.

Governing Law; Venue; Waiver of Jury Trial. This (a) The parties intend and agree that this Purchase Agreement shall be governed by and construed in accordance with the laws Laws of the State of Illinois, regardless of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereofNevada. Each of the parties hereto hereby irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue in of any Nevada state court, or federal court of the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in that court is not availableAmerica, in the state courts of Illinois located each case, sitting in Xxxx Cxxxx County, Illinois) Nevada, and any appellate court from any thereof, in connection with any matter based upon or Proceeding arising out of or relating to this Purchase Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any Judgment relating thereto, and agrees that process may be served upon such party in any manner authorized by the laws each of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party parties hereto hereby irrevocably and unconditionally (a) agrees not to commence any legal proceedings relating such Proceeding except in such courts, (b) agrees that any claim in respect of any such Proceeding may be heard and determined in such Nevada state court or, to the extent permitted by Law, in such federal court, in each case sitting in Cxxxx County, Nevada, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or arising out hereafter have to the laying of this Agreement or the transactions contemplated hereby venue of any such Proceeding in any jurisdiction such Cxxxx County, Nevada State or courts federal court, (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such Cxxxx County, Nevada state or Federal court, and (e) to the extent such party is not otherwise subject to service of process in the State of Nevada, appoints Corporation Service Company (CSC) as such party’s agent in the State of Nevada for acceptance of legal process and agrees that service made on any such agent shall have the same legal force and effect as if served upon such party personally within such state. Each of the parties hereto agrees that a final Judgment in any such Proceeding shall be conclusive and may be enforced in other than as jurisdictions by suit on the Judgment or in any other manner provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFby Law.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, regardless Delaware applicable to contracts made and to be performed in such state without regard to conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the laws 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 consents agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in the United States District Court – Northern District agree that mailing of Illinois (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out of this Agreement or proceeding in the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois provided under Section 11 or in such other manner as may be lawful, and that service in such manner permitted by applicable law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF A ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATIONEVENT OF LITIGATION, ADMINISTRATIONSEEK TO ENFORCE THE FOREGOING WAIVER, PERFORMANCE (ii) EACH PARTY UNDERSTANDS AND ENFORCEMENT HEREOFHAS 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. This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisVirginia, regardless excluding any conflicts-of-law rules or principles that might refer the governance or construction of this Agreement to the laws of another jurisdiction. For any Dispute not resolved pursuant to or implicated by Section 8.1, the parties hereto hereby irrevocably submit to the jurisdiction of the laws courts of the State of Virginia, in each case located in Richmond, Virginia, and appropriate appellate courts therefrom, and each party hereby irrevocably agrees that might otherwise govern pursuant all claims in respect of such dispute or proceeding may be heard and determined in such courts, which courts shall be the exclusive courts of jurisdiction and venue. The parties irrevocably waive, to the fullest extent permitted by applicable principles law, any objection which they may now or hereafter have to the laying of conflicts venue of law thereofany dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto irrevocably consents 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 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 being given solely for purposes of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawfulis not intended to, and that service shall not, confer consent to jurisdiction or venue with respect to any other dispute in such manner shall constitute valid and sufficient service of process. Each which a party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinmay become involved. EACH OF THE PARTIES HERETO HEREBY PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT WHICH IS NOT RESOLVED UNDER SECTION 8.1 IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTHIS SECTION.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York (except for matters governed by corporate law in the State of Delaware), regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this agreement (whether brought against a party hereto irrevocably consents to the exclusive jurisdiction and venue in the United States District Court – Northern District of Illinois (oror its respective affiliates, if subject matter jurisdiction in that court is not availabledirectors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Illinois located in Xxxx CountyNew York, Illinois) in connection with any matter based upon or arising out Borough of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and processManhattan. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to commence assert in any legal proceedings relating Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or arising out certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or the transactions contemplated hereby and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any jurisdiction or courts other than as provided hereinway any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY ACTION, PROCEEDING CONNECTION WITH OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATIONANY TRANSACTION CONTEMPLATED HEREBY. If either party shall commence a Proceeding to enforce any provisions of this Agreement, ADMINISTRATIONthen the prevailing party in such Proceeding shall be reimbursed by the other party for its attorneys’ fees and other reasonable costs and expenses incurred with the investigation, PERFORMANCE AND ENFORCEMENT HEREOFpreparation and prosecution of such Proceeding.

Governing Law; Venue; Waiver of Jury Trial. This Agreement The Plan and all awards granted under the Plan shall be governed by by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of IllinoisDelaware applicable to agreements made and to be performed wholly within the State of Delaware. With respect to any suit, regardless action or proceeding (“Proceeding”) arising out of the laws that might otherwise govern pursuant or relating to applicable principles of conflicts of law thereof. Each this Award Agreement or any transaction contemplated hereby, each of the parties hereto hereby irrevocably consents (a) submits to the exclusive personal and legal jurisdiction and venue in of (i) the United States District Court – Northern for the Southern District of Illinois New York or (orii) in the event that such court lacks jurisdiction to hear the claim, if subject matter jurisdiction in that court is not available, in the state courts of Illinois New York located in Xxxx Countythe borough of Manhattan, Illinois) in connection with any matter based upon or arising out of this Agreement or New York City (the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful“Selected Courts”), and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating 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 purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to or arising out service of this Agreement or the transactions contemplated hereby process in any jurisdiction Proceeding by the mailing of copies thereof by registered or courts certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company 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 than as manner permitted by law; and (c) except to the extent prohibited by law, agrees to be solely responsible for his or its own legal costs. Unless otherwise specifically provided herein. EACH OF by explicit reference to the jury waiver provision in this Section 3 in a written agreement executed by the Company and the Grantee, each Grantee, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT THE GRANTEE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTIONACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THE PLAN OR ANY AWARD AGREEMENT, PROCEEDING WHETHER AT THE EFFECTIVE DATE OR COUNTERCLAIM (THEREAFTER ARISING, AND WHETHER BASED ON SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT , 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 GRANTEE, ON THE OTHER HAND, IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT THE PLAN OR THE ACTIONS ANY AWARD AGREEMENT, AND THAT ANY SUCH PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFJUDGE SITTING WITHOUT A JURY.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois, regardless Delaware applicable to contracts made and to be performed in the State of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereofDelaware. Each of the The parties hereto hereby irrevocably consents and unconditionally submit to the exclusive jurisdiction and venue of any State or Federal court sitting in the United States District Court – Northern District of Illinois (orNew York, if subject matter jurisdiction in that court is not availableNew York over any suit, in the state courts of Illinois located in Xxxx County, Illinois) in connection with any matter based upon action or proceeding arising out of or relating to this Agreement Agreement. The parties hereby agree that service of any process, summons, notice or the transactions contemplated hereby and agrees that document by U.S. registered mail addressed to any such party shall be effective service of process may be served upon such for any action, suit or proceeding brought against a party in any manner authorized by such court. The parties hereto hereby irrevocably and unconditionally waive any objection to the laws laying of the State venue of Illinois any such suit, ​ action or proceeding brought in any such other manner as court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto agree that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon any party and may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby enforced in any other courts to whose jurisdiction any party is or courts other than as provided hereinmay be subject, by suit upon such judgment. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, ACTION OR PROCEEDING DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, EQUITY OR THE ACTIONS OF A PARTY IN UNDER ANY OTHER THEORY) AND ANY RELATED AGREEMENT, OR THE NEGOTIATION, ADMINISTRATIONEXECUTION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY RELATED AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH SUIT, ACTION OR PROCEEDING. 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 ENFORCEMENT HEREOF(B) ACKNOLWEDGES 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. This Agreement shall be governed by deemed to have been executed and construed delivered in accordance with the laws of the 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 New York 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 both this Agreement or and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and agrees that process may be served upon such party in any manner authorized all other respects by the laws of the State of Illinois or in such New York, without regard to the conflicts of laws principals thereof (other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service than Section 5-1401 of processThe New York General Obligations Law). Each party hereto waives of the Placement Agent and covenants not to assert or plead any objection the Company: (a) agrees that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to suit, action or proceeding arising out of or relating to this Agreement or and/or the transactions contemplated hereby 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 jurisdiction such suit, action or courts other than as provided hereinproceeding. EACH Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered 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 Placement Agent mailed by certified mail to the Placement Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE PARTIES HERETO FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONCLAIM BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE ACTIONS OF A PARTY IN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE NEGOTIATIONREGISTRATION STATEMENT, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTHE GENERAL DISCLOSURE PACKAGE.

Governing Law; Venue; Waiver of Jury Trial. This All questions ------------------------------------------- concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of the any of the Transaction Documents), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in any manner authorized such Proceeding shall be reimbursed by the laws other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFProceeding.

Governing Law; Venue; Waiver of Jury Trial. This Regardless of any conflict of law or choice of law principles that might otherwise apply, the parties agree that this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Illinois, regardless Delaware. The parties all expressly agree and acknowledge that the State of Delaware has a reasonable relationship to the parties and/or this Agreement. The parties hereby irrevocably submit to the jurisdiction of the laws 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 consents 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 exclusive jurisdiction and venue in the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in of such dispute and agree that court is not available, in the state courts mailing of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon or arising out of such litigation in the manner provided in this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois Section 7.5 or in such other manner as may be lawful, and that service in such manner permitted by law shall constitute be valid and sufficient service of processthereof. Each party hereto waives acknowledges and covenants not agrees that any controversy which may arise under this Agreement is likely to assert or plead any objection that involve complicated and difficult issues, and therefore each such party might otherwise hereby irrevocably and unconditionally waives any right such party may have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence a trial by jury in respect of any legal proceedings relating to litigation directly or indirectly arising out of or relating to this Agreement 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 otherwise, that such other party would not, in any jurisdiction or courts 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 than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONthings, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthe mutual waivers and certifications in this Section 7.5.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with 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 NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. The parties hereby irrevocably submit to the laws jurisdiction of the courts of the State of Illinois, regardless New York and the Federal court of the laws United States of America located in the State of New York 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 might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each of 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 such document may not be enforced in or by such courts, and the parties hereto irrevocably consents agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in over the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in of such dispute and agree that court is not available, in the state courts mailing of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out proceeding in the manner provided in Section 10.4 of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner permitted by Law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF THE PARTIES HERETO 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 ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE ACTIONS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF A ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATIONEVENT OF LITIGATION, ADMINISTRATIONSEEK TO ENFORCE THE FOREGOING WAIVER, PERFORMANCE (ii) EACH PARTY UNDERSTANDS AND ENFORCEMENT HEREOFHAS 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 10.2.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisDelaware, regardless of the laws that might otherwise govern pursuant without respect to applicable its principles of conflicts of law thereoflaws. Each of the The parties hereto irrevocably consents submit to the exclusive jurisdiction and venue in of the United States District Delaware Court – Northern District of Illinois Chancery (or, if subject matter jurisdiction such court declines to accept jurisdiction, any state or federal court sitting in that court is not available, in the state courts of Illinois located in Xxxx or for New Castle County, IllinoisDelaware) in connection with respect to any matter based upon or 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 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 and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or brought in such other manner as may be lawful, and that service in court or any defense of inconvenient forum for the maintenance of such manner shall constitute valid and sufficient service of processdispute or proceeding. Each party hereto waives and covenants not to assert agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or plead in any objection that such party might otherwise have to such jurisdiction, venue and processother manner provided by law. Each party hereto hereby agrees not irrevocably and unconditionally waives, to commence the fullest extent permitted by law, any legal proceedings relating right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto. Each of the 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 any jurisdiction or courts the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that it and the other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONparties have been induced to enter into this Agreement by, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACTamong other things, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthe mutual waivers and certifications contained in this Section 20.

Governing Law; Venue; Waiver of Jury Trial. This Agreement 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 construed in accordance with and governed by the internal laws of New York (except as it relates to corporate law involving the Company, in which case it shall be governed by and construed 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 accordance with this Agreement or any other agreement between any of the laws parties hereto prior to the date hereof, each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof, hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of IllinoisNew York sitting in the City of New York, regardless Borough of Manhattan, and to the non-exclusive jurisdiction 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 U.S. District Court – Northern for the Southern District of Illinois (orNew York, if subject matter jurisdiction in that court is not availablefor the purposes of any suit, in the state courts of Illinois located in Xxxx County, Illinois) in connection with any matter based upon action or other proceeding arising out of this Agreement 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 agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawfulregistered assign and (ii) waives, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence assert, by way of motion, as a defense, or otherwise, in any legal proceedings relating to such suit, action or arising out 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 jurisdiction party of any right to seek to remove any such suit, action or courts other than as provided hereinproceeding from a state court to a federal court or from a federal court to a state court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS SUBJECT MATTER OF A PARTY IN ANY OF THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFFOREGOING.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of IllinoisDelaware, regardless without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws that might otherwise govern pursuant to applicable principles of conflicts any jurisdictions other than the State of law thereofDelaware. Each of the parties hereto party hereby irrevocably consents submits 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 and federal courts sitting in Wilmington, Delaware, for the adjudication of Illinois located in Xxxx County, Illinois) any dispute under or in connection with any matter based upon or arising out of this Agreement or the transactions 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 contrary) or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid good and sufficient service of processprocess and notice thereof. Each party hereto waives and covenants not Nothing contained herein shall be deemed to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby limit in any jurisdiction or courts other than as provided hereinway any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY ACTION, PROCEEDING CONNECTION WITH OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any and all suits, legal actions or proceedings arising out of this Agreement shall be governed by and construed brought in accordance with the laws courts of the 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 New York or the United States District Court – Northern for the Southern 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 New York and each party to this Agreement hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or the transactions contemplated hereby proceedings. In any such suit, legal action or proceeding, each party to this Agreement waives personal service of any summons, complaint or other process and agrees that process service thereof may be served upon such party in any manner authorized made by certified or registered mail directed to it pursuant to Section 5.1. To the laws of the State of Illinois or in such other manner as may be lawfulfullest extent permitted by law, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each each party hereto hereby agrees not irrevocably waives any objection which it may now or hereafter have to commence the laying of venue or any such suit, legal proceedings relating to action or arising out of this Agreement or the transactions contemplated hereby proceeding in any jurisdiction such court and hereby further waives any claim that any such suit, legal action or courts other than as provided hereinproceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed under and governed by and construed in accordance with the internal laws of the State New York without regard to its conflict of Illinois, regardless of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereofprovisions. Each of the parties hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue in the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in that any state or Federal court is not available, in the state courts of Illinois located in Xxxx within either New York County, Illinois) in connection with any matter New York, or Houston, Hxxxxx County, Texas, for all disputes arising under or based upon or arising out of on this Agreement or the transactions contemplated hereby Agreement, and agrees that process may be served upon such party in any manner authorized by the laws each of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby parties agrees not to commence any legal proceedings action, suit or proceeding relating to any dispute except in such courts. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement any dispute in the state or the transactions contemplated Federal courts within either New York County, New York, or Houston, Hxxxxx County, Texas, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any jurisdiction such court that any such action, suit or courts other than as provided hereinproceeding brought in such court has been brought in an inconvenient forum. For at least 30 days prior to filing any suit to enforce this Agreement, the parties will attempt in good faith to resolve any dispute. EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS OR HIS EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONCLAIM BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each of the parties hereto agrees that the prevailing party(ies) in any action arising out of this Agreement and the transactions contemplated thereby shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action and/or incurred in connection with the preparation therefor.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of IllinoisDelaware, regardless of the laws that might otherwise govern pursuant to under applicable principles of conflicts of law laws thereof. Each Any and all Actions brought, arising out of or based upon, in whole or in part, this Agreement shall be brought in the Court of Chancery of the parties hereto irrevocably consents to State of Delaware, of, if the exclusive jurisdiction and venue in Court of Chancery of the State of Delaware is unavailable, any other court of the State of Delaware, or if such courts will not have jurisdiction, any federal court of the United States District Court – Northern District of Illinois (orAmerica sitting in Delaware, if subject matter and any appellate court from any appeal thereof. The parties irrevocably submit to the jurisdiction of these courts and irrevocably waive, to the full extent permitted by applicable Law, any objection which they may have to the venue of any such dispute brought in such court or any other defense of inconvenient forum for the maintenance of such dispute. Each party hereto hereby acknowledges and agrees that court any controversy which may arise under this Agreement is not availablelikely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in the state courts respect of Illinois located in Xxxx County, Illinois) in connection with any matter based upon litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of processthis Agreement. Each party hereto waives certifies and covenants not to assert acknowledges that (a) no Representative, agent or plead attorney of any objection other party has represented, expressly or otherwise that such other party might otherwise have would not, in the event of litigation, seek to enforce the foregoing waiver, (b) such jurisdiction, venue party understands and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement or by, among other things, the transactions contemplated hereby mutual waivers and certifications in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthis Section 9.8.

Governing Law; Venue; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of any of this Warrant), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party heretohereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party atthe address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process inany manner permitted by law. Each party hereto hereby irrevocably waives, to the state courts of Illinois located fullest extent permitted by applicable law, any and all right to trial by jury in Xxxx County, Illinois) in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement Warrant or any of the Transaction Documents or the transactions contemplated hereby and agrees that process may be served upon such or thereby. If either party shall commence an action or proceeding to enforce any provisions of this Warrant or any Transaction Document, then the prevailing party in any manner authorized such action or proceeding shall be reimbursed by the laws other party for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois such action or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFproceeding.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisDelaware, regardless excluding any conflicts-of-law rules or principles that might refer the governance or construction of this Agreement to the laws of another jurisdiction. The parties hereto hereby irrevocably submit to the jurisdiction of the laws courts of the State of Georgia, in each case located in Atlanta, Georgia, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or the Transactions and each party hereby irrevocably agrees that might otherwise govern pursuant all claims in respect of such dispute or proceeding may be heard and determined in such courts, which courts shall be the exclusive courts of jurisdiction and venue. The parties irrevocably waive, to the fullest extent permitted by applicable principles law, any objection which they may now or hereafter have to the laying of conflicts venue of law thereofany dispute arising out of or relating to this Agreement or the Transactions brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto irrevocably consents 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 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 being given solely for purposes of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawfulis not intended to, and that service shall not, confer consent to jurisdiction or venue with respect to any other dispute in such manner shall constitute valid and sufficient service of process. Each which a party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinmay become involved. EACH OF THE PARTIES HERETO HEREBY 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 IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTHIS SECTION.

Governing Law; Venue; Waiver of Jury Trial. (a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and all Schedules and Exhibits hereto) shall be governed by by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (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. In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply. Notwithstanding anything to the contrary contained elsewhere herein, the parties hereby further agree (i) that no party will bring any legal action or proceeding against the Financing Entities in any way relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter or any other letter or agreement related to the Debt Financing, the Debt Commitment Letter or the performance of either thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), in each case sitting in the Borough of Manhattan in the New York City and (ii) that any claims brought against the Financing Entities will be governed by the Laws of the State of New York, without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply, provided that (a) the interpretation of the definition of “Material Adverse Effect” and whether or not a “Material Adverse Effect” has occurred, (b) the accuracy of any of the representations of Transferor contained in this Agreement and whether as a result of any inaccuracy thereof Buyer (or its subsidiaries) have the right to terminate Buyer’s (or its subsidiaries’) obligations under this Agreement or decline to consummate the Transactions as a result of a breach of any such representation or warranty in this Agreement and (c) whether the Transactions have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed in accordance with, the laws of the State of IllinoisDelaware, regardless of without giving effect to 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 agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of the State of IllinoisDelaware applicable to parties residing in Delaware, regardless of the laws that might otherwise govern pursuant to without regard applicable principles of conflicts of law law. The parties hereto hereby irrevocably submit to the exclusive 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, in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof. Each of , 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 such document may not be enforced in or by such courts, and the parties hereto irrevocably consents agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware Chancery or Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the exclusive jurisdiction person of such parties and venue in over the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in of such dispute and agree that court is not available, in the state courts mailing of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon such action or arising out of this Agreement or proceeding in the transactions contemplated hereby and agrees that process may be served upon such party manner provided in any manner authorized by the laws of the State of Illinois Section 12.1 or in such other manner as may be lawful, and that service in such manner permitted by Law shall constitute be valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinthereof. EACH OF PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY ACTIONWAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, PROCEEDING OR COUNTERCLAIM (AND WHETHER BASED ON IN CONTRACT, TORT TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING . EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE ACTIONS PARTIES TO THIS AGREEMENT MAY FILE A COPY OF A PARTY IN THIS AGREEMENT (INCLUDING THIS SECTION 12.6) WITH ANY COURT AS WRITTEN EVIDENCE OF THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFCONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisDelaware, regardless of the laws that might otherwise govern pursuant without respect to applicable its principles of conflicts of law thereoflaws. Each of the The parties hereto irrevocably consents submit to the exclusive jurisdiction and venue in of the United States District Delaware Court – Northern District of Illinois Chancery (or, if subject matter jurisdiction such court declines to accept jurisdiction, any state or federal court sitting in that court is not available, in the state courts of Illinois located in Xxxx or for New Castle County, IllinoisDelaware) in connection with respect to any matter based upon or 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 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 and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or brought in such other manner as may be lawful, and that service in court or any defense of inconvenient forum for the maintenance of such manner shall constitute valid and sufficient service of processdispute or proceeding. Each party hereto waives and covenants not to assert agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or plead in any objection that such party might otherwise have to such jurisdiction, venue and processother manner provided by law. Each party hereto hereby agrees not irrevocably and unconditionally waives, to commence the fullest extent permitted by law, any legal proceedings relating right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto. Each of the 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 any jurisdiction or courts the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that it and the other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONparties have been induced to enter into this Agreement by, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACTamong other things, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthe mutual waivers and certifications contained in this Section 9.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed under and governed by and construed in accordance with the internal laws of the State of Illinois, regardless New Jersey without regard to its conflict of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereofprovisions. Each of the parties hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue in the United States District Court – Northern District of Illinois (or, if subject matter jurisdiction in that any state or Federal court is not available, in the state courts of Illinois located in Xxxx within Xxxxxx County, Illinois) in connection with any matter New Jersey, for all disputes arising under or based upon or arising out of on this Agreement or the transactions contemplated hereby Agreement, and agrees that process may be served upon such party in any manner authorized by the laws each of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby parties agrees not to commence any legal proceedings action, suit or proceeding relating to any dispute except in such courts. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement any dispute in the state or the transactions contemplated Federal courts within Xxxxxx County, New Jersey, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any jurisdiction such court that any such action, suit or courts other than as provided hereinproceeding brought in such court has been brought in an inconvenient forum. For at least thirty (30) days prior to filing any suit to enforce this Agreement, the parties will attempt in good faith to resolve any dispute. EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONCLAIM BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each of the parties hereto agrees that the prevailing party(ies) in any action arising out of this Agreement and the Transactions contemplated thereby shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action and/or incurred in connection with the preparation therefore.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall will be governed by and construed in accordance with the laws of the State of IllinoisNew York, regardless including without limitation Section 5-1401 of the laws that might otherwise govern pursuant New York General Obligations Law. No legal proceeding may be commenced, prosecuted or continued by any party hereto in any court other than the competent courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the parties hereto each hereby irrevocably consent to applicable principles the jurisdiction of conflicts such courts and personal service with respect thereto in respect of law thereofany suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accepts for it and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents consent, to the exclusive jurisdiction and venue fullest extent it may effectively do so under applicable law, to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to it at its address indicated 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 notice provisions of this Agreement or the transactions contemplated hereby and agrees that process may be served upon Agreement, such party in any manner authorized by the laws service to become effective 30 days after such mailing. Each of the State of Illinois or in such other manner as parties hereto irrevocably waive, to the fullest extent it may be lawfuleffectively do so under applicable law, trial by jury and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise it may now or hereafter have to the laying of venue of any such jurisdictionsuit, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to action or arising out of this Agreement or the transactions contemplated hereby proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto agree that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the parties hereto and may be enforced in any other courts in the jurisdiction of which such parties are or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONmay be subject, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFby suit upon such judgment.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of IllinoisDelaware, regardless excluding any conflicts-of-law rules or principles that might refer the governance or construction of this Agreement to the laws of another jurisdiction. The parties hereto hereby irrevocably submit to the jurisdiction of the laws courts of the State of Alabama, in each case located in Jefferson County, Alabama, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or the Transactions and each party hereby irrevocably agrees that might otherwise govern pursuant all claims in respect of such dispute or proceeding may be heard and determined in such courts, which courts shall be the exclusive courts of jurisdiction and venue. The parties irrevocably waive, to the fullest extent permitted by applicable principles law, any objection which they may now or hereafter have to the laying of conflicts venue of law thereofany dispute arising out of or relating to this Agreement or the Transactions brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto irrevocably consents 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 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 being given solely for purposes of this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois or in such other manner as may be lawfulis not intended to, and that service shall not, confer consent to jurisdiction or venue with respect to any other dispute in such manner shall constitute valid and sufficient service of process. Each which a party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinmay become involved. EACH OF THE PARTIES HERETO HEREBY 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 IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTHIS SECTION.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in the United States District Court – Northern District City of Illinois New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of any of this Agreement), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the state courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Illinois located process and notice thereof. Nothing contained herein shall be deemed to limit in Xxxx Countyany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, Illinois) to the fullest extent permitted by applicable law, any and all right to trial by jury in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement or any of the Transaction Documents or the transactions contemplated hereby and agrees that process may be served upon such or thereby. If either party in shall commence an action or proceeding to enforce any manner authorized by the laws of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out provisions of this Agreement or any Transaction Document, then the transactions contemplated hereby prevailing party in any jurisdiction such action or courts proceeding shall be reimbursed by the other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONparty for its reasonable attorneys' fees and other reasonable costs and expenses incurred with the investigation, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFpreparation and prosecution of such action or proceeding.

Governing Law; Venue; Waiver of Jury Trial. This Regardless of any conflict of law or choice of law principles that might otherwise apply, the Parties agree that this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Illinois, regardless Delaware. The Parties all expressly agree and acknowledge that the State of Delaware has a reasonable relationship to the Parties and/or this Agreement. The Parties hereby irrevocably submit to the jurisdiction of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each courts of the parties hereto irrevocably consents to State of Delaware and the exclusive jurisdiction and venue in Federal courts of the United States District Court – Northern District of Illinois (orAmerica 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, if 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 jurisdiction in of such dispute and agree that court is not available, in the state courts mailing of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon or arising out of such Litigation in the manner provided in this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois Section 11.9 or in such other manner as may be lawful, and that service in such manner permitted by Law shall constitute be valid and sufficient service of processthereof. Each party hereto 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 and covenants not to assert or plead any objection that right such party might otherwise Party may have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence a trial by jury in respect of any legal proceedings relating to Litigation directly or indirectly arising out of or relating to this Agreement 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 otherwise, that such other Party would not, in any jurisdiction or courts 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 than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONthings, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthe mutual waivers and certifications in this Section 11.9.

Governing Law; Venue; Waiver of Jury Trial. 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 governed by by, and construed in accordance with with, the laws Laws of the State of IllinoisDelaware, regardless without giving effect to principles or rules of the laws that might otherwise govern pursuant to applicable principles conflict of conflicts of law thereof. Each of the parties hereto irrevocably consents Laws to the exclusive jurisdiction and venue in extent such principles or rules would require or permit the United States District Court – Northern District application of Illinois (orLaws of another jurisdiction. Any proceeding or Action based upon, 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 or related to this Agreement or the transactions contemplated hereby and agrees that process may must be served upon such party brought in any manner authorized by the laws Court of Chancery of the State of Illinois Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in such other manner as may be lawfulthe United States District Court for the District of Delaware, and that service each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such manner shall constitute valid and sufficient service of process. Each party hereto proceeding or Action, (ii) waives and covenants not to assert or plead any objection that such party might otherwise it may now or hereafter have to such personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and process. Each party hereto hereby determined only in any such court, and (iv) agrees not to commence bring any legal proceedings relating to proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any jurisdiction other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx or courts to commence Legal Proceedings or otherwise proceed against any other than as provided hereinparty in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 5.4. EACH OF PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE PARTIES HERETO TRANSACTIONS CONTEMPLATED HEREBY IRREVOCABLY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of IllinoisNew York, regardless of without regard to the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the New York City. Each party hereto hereby irrevocably consents submits to the exclusive jurisdiction of the state and venue federal courts sitting in New York City for the United States District Court – Northern District adjudication of Illinois any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (orincluding with respect to the enforcement of this Agreement), if subject matter jurisdiction and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that court it is not availablepersonally subject to the jurisdiction of any such court. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) 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 notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in the state courts of Illinois located in Xxxx County, Illinois) in connection with any matter based upon or legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that process may be served upon such hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in any manner authorized such Proceeding shall be reimbursed by the laws other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of Illinois or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of processProceeding. Each party hereto waives and 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 not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.j)

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by deemed to have been executed and construed delivered in accordance with the laws of the 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 New York 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 both this Agreement or and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and agrees that process may be served upon such party in any manner authorized all other respects by the laws of the State of Illinois or in such New York, without regard to the conflicts of laws principals thereof (other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service than Section 5-1401 of processThe New York General Obligations Law). Each party hereto waives of the Placement Agent and covenants not to assert or plead any objection the Company: (a) agrees that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to suit, action or proceeding arising out of or relating to this Agreement or and/or the transactions contemplated hereby 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 jurisdiction such suit, action or courts other than as provided hereinproceeding. EACH Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered 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 Placement Agent mailed by certified mail to the Placement Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE PARTIES HERETO FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONCLAIM BASED UPON, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE ACTIONS OF A PARTY IN TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE NEGOTIATIONREGISTRATION STATEMENT, ADMINISTRATIONTHE PROSPECTUS AND THE GENERAL DISCLOSURE PACKAGE. July 22, PERFORMANCE AND ENFORCEMENT HEREOF2009 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. This Regardless of any conflict of law or choice of law principles that might otherwise apply, the Parties agree that this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Illinois, regardless Delaware. The Parties all expressly agree and acknowledge that the State of Delaware has a reasonable relationship to the Parties and/or this Agreement. The Parties hereby irrevocably submit to the jurisdiction of the laws that might otherwise govern pursuant to applicable principles of conflicts of law thereof. Each courts of the parties hereto irrevocably consents to State of Delaware and the exclusive jurisdiction and venue in Federal courts of the United States District Court – Northern District of Illinois (orAmerica 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, if 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 jurisdiction in of such dispute and agree that court is not available, in the state courts mailing of Illinois located in Xxxx County, Illinois) process or other papers in connection with any matter based upon or arising out of such Litigation in the manner provided in this Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of Illinois Section 12.13 or in such other manner as may be lawful, and that service in such manner permitted by Law shall constitute be valid and sufficient service of processthereof. Each party hereto 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 and covenants not to assert or plead any objection that right such party might otherwise Party may have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence a trial by jury in respect of any legal proceedings relating to Litigation directly or indirectly arising out of or relating to this Agreement 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 otherwise, that such other Party would not, in any jurisdiction or courts 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 than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONthings, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOFthe mutual waivers and certifications in this Section 12.13.