Common use of Governing Law; Venue Clause in Contracts

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, (b) waives any objection which it may have or hereafter to New York for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder 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 suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that THIS AGREEMENT IS GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. (b) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and the federal courts of the United States of America located in Delaware, and appropriate appellate courts therefrom, over any legal suit, action or proceeding dispute arising out of or relating to this Warrant and/or Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding may be heard and determined in such courts, to the extent such dispute is not subject to arbitration. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby shall be instituted exclusively brought in the Supreme Court such court or any defense of the State of New York, New York County, or in the United States District Court inconvenient forum for the Southern District maintenance of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingdispute. Each of the Holder and the Company further parties hereto agrees to accept and acknowledge service of any and all process which may be served that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and does not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding of the nature specified in this Section 21(b) by the mailing of a copy thereof in the Supreme Court manner specified by the provisions 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 Holder 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 proceedingSection 12. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holdersuch Dealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal suit, action or proceeding arising out of or relating with respect to this Warrant and/or the transactions contemplated hereby shall Credit Agreement or any other Credit Document may be instituted exclusively brought in the Supreme Court courts of the State of New York, New York County, or in of the United States District Court for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction. (b) The Borrower hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State aforesaid actions or proceedings arising out of New York, New York County, or in connection with this Credit Agreement or any other Credit Document brought in the United States District Court for the Southern District of New York courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding court has been brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTan inconvenient forum.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal suit, action or proceeding arising out of or relating with respect to this Warrant and/or the transactions contemplated hereby shall Credit Agreement or any other Credit Document may be instituted exclusively brought in the Supreme Court courts of the State of New York, New York County, or in of the United States District Court for the Southern District of sitting in New York City, New York, and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.01, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction. (b) The Borrower hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State aforesaid actions or proceedings arising out of New York, New York County, or in connection with this Credit Agreement or any other Credit Document in the United States District Court for the Southern District of New York courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding court has been brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTan inconvenient forum.

Governing Law; Venue. This Warrant shall be deemed to have been executed All issues and delivered in New York questions concerning the application, construction, validity, interpretation and both enforcement of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within the borders any principles of such state and without regard to the conflicts of laws principals thereof (law, whether of the State of Delaware or any other than Section 5-1401 of The New York General Obligations Law)jurisdiction. Each of the Holder and the Company: (a) parties hereto agrees that any legal suit, action or proceeding arising out of or relating with respect to this Warrant and/or the transactions contemplated hereby Agreement shall be instituted brought 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) located in New York, New York, unless the parties to any such action or dispute mutually agree to waive this provision. By execution and delivery of this Agreement, each of the parties hereto irrevocably consents to service of process out 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, or by recognized express carrier or delivery service, to the applicable party at his, her or its address referred to herein. Each of the parties hereto irrevocably waives any objection which he, she or it may have now or hereafter have to the laying of venue of any such suitof the aforementioned actions or proceedings arising out of or in connection with this Agreement, action or proceedingany related agreement, certificate or instrument referred to above, brought in the courts referred to above and (c) hereby further irrevocably consents waives and agrees, to the jurisdiction of Supreme Court of the State of New Yorkfullest extent permitted by applicable law, New York County, not to plead or in the United States District Court for the Southern District of New York claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding 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, court has been brought in any such suit, action or proceeding, and service inconvenient forum. Nothing herein shall affect the right of any party to serve process upon the Holder 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 proceedingother manner permitted by law. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM PROCEEDING (WHETHER BASED UPONON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED EXECUTIVE’S EMPLOYMENT BY THE EMPLOYER, COMPANY OR ANY AFFILAITE OF THE COMPANY, OR THE EXECUTIVE’S OR THE EMPLOYER’S OR COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validityWaiver Of Jury Trail. ALL QUESTIONS CONCERNING THE CONSTRUCTION, interpretationVALIDITY, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 such suit, action or proceeding. Each of the Holder 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 Holder 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 proceedingENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, COMPANY AND PURCHASERS HEREBY IRREVOCABLY SUBMIT TO THE FULLEST EXTENT 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 THE COMPANY OR 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 WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR ANY PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT 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 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, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS . THE COMPANY AND CREDITORS) PURCHASERS HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE WAIVE ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTJURY.

Governing Law; Venue. This Warrant shall engagement letter will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant engagement letter and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant engagement letter and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this engagement letter as an independent contractor with duties to the Company.

Governing Law; Venue. (a) This Warrant Agreement shall be deemed to have been executed construed in accordance with and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable excluding the conflict of laws rules thereof. (b) Any disputes or disagreements between Client and Patheon under this Agreement except as set forth below, shall be submitted to agreements wholly performed within the borders of such state and without regard arbitration pursuant to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each commercial arbitration rules of the Holder American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, to the extent either Party, in its sole discretion, determines that it needs injunctive relief such party may seek such injunctive relief in a court of competent jurisdiction applying the substantive law of the state of New York. (c) The arbitration shall be held before a single arbitrator, to be selected by Patheon and Client or, if Patheon and Client cannot agree on such arbitrator, in accordance with the applicable arbitration rules. Arbitration shall be in the State of New York, and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or arbitrator shall apply the transactions contemplated hereby shall be instituted exclusively in the Supreme Court substantive law of the State of New York, New York County, or in . It shall be the United States District Court duty of the arbitrator to set dates for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue preparation and hearing of any dispute and to expedite the resolution of such suitdispute. The arbitrator shall permit and facilitate discovery, action or proceeding, and (c) irrevocably consents to taking into account the jurisdiction of Supreme Court needs of the State parties and the desirability of New Yorkmaking discovery expeditious and cost-effective. The arbitrator will set a discovery schedule with which the parties will comply and attend depositions if requested by either party. The arbitrator will entertain such presentation of sworn testimony or evidence, New York Countywritten briefs and/or oral argument as the parties may wish to present; however, no testimony or in exhibits will be admissible unless the United States District Court for adverse party was afforded an opportunity to examine such witness and to inspect and copy such exhibits during the Southern District of New York in any such suitpre-hearing discovery phase. The arbitrator shall among his other powers and authorities, action have the power and authority to award interim or proceedingpreliminary relief. (d) A qualified court reporter will record and transcribe the proceedings. Each The decision of the Holder arbitrator will be in writing and judgment upon the award by the arbitrator may be entered into any court having jurisdiction thereof. Prompt handling and disposal of the issue is important, accordingly, the arbitrator is instructed to assume adequate managerial initiative and control over discovery and other aspects of the proceeding to schedule discovery and other activities for substantially continuous work, thereby expediting the arbitration as much as is deemed reasonable to him, but in all events to effect a final award within 365 days of the arbitrator’s selection or appointment and within 20 days of the close of evidence. (e) The proceedings shall be confidential and the Company further agrees arbitrator shall issue appropriate protective orders 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 safeguard both parties’ Confidential Information. The fees 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 arbitrator shall be deemed in every respect effective service of process upon paid by the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery losing party which shall be deemed in every respect effective service process upon designated by the Holderarbitrator. If the arbitrator is unable to designate a losing party, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANThe shall so state and the fees shall be split equally between the parties.

Governing Law; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be deemed to have been executed governed by and delivered construed and enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Holder transactions contemplated by this Warrant (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 Company: State of Maryland. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Maryland for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any 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 certified mail or overnight delivery (awith 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. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal suit, action or proceeding arising out of or relating to this Warrant and/or or the transactions contemplated hereby hereby. If any party shall commence a proceeding to enforce any provisions of this Warrant, then the prevailing party in such proceeding shall be instituted exclusively in reimbursed by the Supreme Court other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be deemed to have been executed and delivered brought in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws courts of the State of New York applicable to agreements wholly performed within North Carolina or the borders State of Tennessee or of the United States for the Western District of North Carolina or the Eastern District of Tennessee and, by execution and delivery of this Credit Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such state and without regard courts. Each Credit Party further irrevocably consents to the conflicts service of laws principals thereof (other than Section 5-1401 process out of The New York General Obligations Law). Each any of the Holder and the Company: (a) agrees that aforementioned courts in any legal suit, such action or proceeding arising out by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to this Warrant and/or it at the transactions contemplated hereby address for notices pursuant to Section 11.1, such service to become effective 30 days after such mailing. Nothing herein shall be instituted exclusively affect the right of a Lender to serve process in the Supreme Court of the State of New York, New York County, any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Credit Party in the United States District Court for the Southern District of New York, any other jurisdiction. (b) Each Credit Party hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State aforesaid actions or proceedings arising out of New York, New York County, or in connection with this Credit Agreement or any other Credit Document brought in the United States District Court for the Southern District of New York courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding court has been brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTan inconvenient forum.

Governing Law; Venue. This Warrant shall (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be deemed to have been executed and delivered brought in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws courts of the State of New York applicable to agreements wholly performed within the borders or of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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, and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to become effective 10 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction. The Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that nothing in this Section 11.11(b) is intended to impair the Borrower's right under applicable law to appeal or seek a stay of any judgment. (bc) The Borrower hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State aforesaid actions or proceedings arising out of New York, New York County, or in connection with this Credit Agreement or any other Credit Document in the United States District Court for the Southern District of New York courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding court has been brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTan inconvenient forum.

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall placement agent agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant placement agent agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant placement agent agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this placement agent agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this placement agent agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderUnderwriter, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (ab) agrees that In any legal suit, action or proceeding arising out of or relating to this Warrant and/or Agreement, or any of the transactions contemplated hereby shall be instituted exclusively in by this Agreement: (i) each of the Supreme parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of New YorkDelaware and any state appellate court therefrom or, New York Countyif such court lacks subject matter jurisdiction, or in the United States District Court for sitting in New Castle County in the Southern District State of New YorkDelaware, (bit being agreed that the consents to jurisdiction and venue set forth in this Section 5.6(b) waives shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any objection which it may have or hereafter purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the venue parties hereto); and (ii) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to such party’s respective address set forth in Section 5.1. The parties hereto agree that a final judgment in any such suit, action or proceedingproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, and however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New YorkEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION ARISING OUT OF OF, RELATING TO OR IN CONNECTION WITH THIS WARRANT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE TRANSACTIONS CONTEMPLATED BY EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WARRANTWAIVER, (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 5.6(c).

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORSHOLDERS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of the this Warrant and the transactions contemplated hereby Amendment shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Amendment (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of this Amendment), and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder 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 suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. (b) Each of the parties hereto (i) irrevocably consents to submit itself to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall be deemed decline to have been executed and delivered accept jurisdiction over a particular matter, in New York and both which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts”) in the event any dispute, claim or cause of action arises out of or relates to this Warrant and Agreement or the transactions contemplated hereby shall be governed as to validityby this Agreement, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (aii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any legal suit, Delaware Court and (iii) agrees that it will not bring any claim or action or proceeding arising out of or relating to this Warrant and/or Agreement 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 by this Agreement in any such suit, action or proceedingcourt other than a Delaware Court. Each of the Holder parties hereto hereby irrevocably and the Company further agrees unconditionally consents to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon in the Company mailed by certified mail manner provided for notices in Section 5.1 (Notices). Nothing in this Agreement will affect the right of any party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of this Agreement to serve process upon the Company, in any such suitother manner permitted by Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT UNDER THIS WARRANTAGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6(c).

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Guaranty shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and (without regard to the conflicts conflict of laws principals provisions thereof (other than Section 5-1401 of The the New York General Obligations Law). Each of the Holder and the Company: (a) The Guarantor agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or Guaranty, or any legal action or proceeding to execute or otherwise enforce any judgment obtained against the transactions contemplated hereby shall Guarantor, for breach hereof or thereof, or against any of its properties, may be instituted exclusively brought in the Supreme Court courts 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 by the Guarantor or on behalf of the Guarantor, as the Lender may elect. The Guarantor hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts for purposes of any such suit, legal action or proceeding. Each Service of process by the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served Lender in any such suitdispute shall be binding on the Guarantor if sent to the Guarantor by registered or certified mail, at the addresses specified on the signature page of this Guaranty. The Guarantor agrees that a final judgment in any such 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, conclusive and may be enforced in any such suitother jurisdiction. EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY, action or proceedingANY OTHER BASIC DOCUMENT (AS DEFINED UNDER EACH FW CREDIT FACILITY) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IN ADDITION, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT THE LAYING OF VENUE OF ANY CLAIM BASED UPONSUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER (AS DEFINED UNDER EACH FW CREDIT FACILITY)EXECUTED IN CONNECTION WITH THIS WARRANT HEREWITH OR THEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM

Governing Law; Venue. Severability. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Guaranty shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the principles of conflicts or choice of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law. Each of the Holder and the Company: (a) agrees that any Any legal suit, action or proceeding arising out of or relating against Guarantor with respect to this Warrant and/or the transactions contemplated hereby shall Guaranty may be instituted exclusively brought in the Supreme Court courts of the State of New York, New York County, or in of the United States District Court for the Southern District of New York, (b) and, by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in the aforesaid courts 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. If any provision of this Guaranty, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any other provisions which can be given effect without the invalid provision or application, and to this end the provisions hereof shall be severable and the remaining, •valid provisions shall remain of full force and effect. This Guaranty shall be deemed an unconditional obligation of Guarantor for the payment of money and, without limitation to any other remedies of Lenders, may be enforced against Guarantor by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Lenders and Guarantor are parties or which Guarantor delivered to Lenders, which may be convenient or necessary to determine Lenders’ rights hereunder or Guarantor’s obligations to Lenders are deemed a part of this Guaranty, whether or not such other document or agreement was delivered together herewith or was executed apart from this Guaranty. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding, and proceeding- in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (cwith evidence of delivery) irrevocably consents to such party at the jurisdiction of Supreme Court of the State of New York, New York County, or address in the United States District Court effect for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees notices 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 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 other manner permitted by law, Guarantor irrevocably appoints Parent its true and lawful agent for service of process upon whom all processes of Ian’ and notices may be served and given in the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery manner described above; and such service and notice shall be deemed in every respect effective valid personal service of process and notice upon Guarantor with the Company, in any such suit, action or proceeding, same force and service of process validity as if served upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.Guarantor,

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section Sections 5-1401 and 5-1402 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Managers and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Managers 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 Holder Dealer-Managers mailed by certified mail to the Holdereach Dealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holdersuch Dealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and California, without regard to the conflicts choice of laws principals thereof (provisions thereof. Any action to enforce, which arises out of or in any way relates to, any of the provisions of this Agreement or the instruments, agreements and other than Section 5-1401 documents contemplated hereby shall be brought and prosecuted in the courts of The New York General Obligations Law)the State of California located in the County of Los Angeles or of the United States for the Central District of California. Each of the Holder and the Companyparty irrevocably: (a) agrees that any legal suit, action or proceeding arising out of or relating submits to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court exclusive jurisdiction of the State of New Yorkaforesaid courts, New York County, or in the United States District Court for the Southern District of New York, and (b) waives any objection which it may have or hereafter at any time to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 (“Proceedings”) brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the Supreme Court of the State of New Yorkright to object, New York Countywith respect to such Proceedings, or in the United States District Court for the Southern District of New York and agrees that such court does not have jurisdiction over such party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 7.15. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law. (b) The parties agree that any controversy, claim or dispute arising out of or relating to or in connection with this Agreement, including, without limitation, any dispute regarding the breach, termination, enforceability or validity hereof (each, a “Dispute”) should be regarded as a business problem to be resolved promptly through business-oriented negotiations before resorting to legal action in accordance with the provisions of Section 7.4(a) hereof. The parties therefore agree to attempt in good faith to resolve any Dispute promptly by negotiation between the executives of the parties who have authority to settle the Dispute. Such negotiations shall commence upon the Company mailed mailing of a notice (the “Dispute Notice”) from the appropriate executive of the requesting party to an appropriate executive or director of the responding party. If the Dispute has not been resolved by certified mail these persons within forty-five (45) days of the date of the Dispute Notice, then either party thereto may commence legal action in accordance with Section 7.4(a) hereof. All negotiations pursuant to the Company’s address or delivered by Federal Express via overnight delivery this Section 7.4(b) shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, confidential and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement. Nothing contained in every respect effective service process upon this Section 7.4(b) shall preclude a party from seeking provisional relief if the Holder, in any prerequisites to obtaining such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTrelief are otherwise satisfied.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall placement agent agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant placement agent agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant placement agent agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s 's address or delivered by Federal Express via overnight delivery shall will 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 Holder Aegis mailed by certified mail to the Holder’s Aegis's address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this placement agent agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this placement agent agreement as an independent contractor with duties to the Company.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed Agreement and delivered all claims and causes of action arising in New York and both this Warrant and the transactions contemplated hereby connection herewith shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts of laws principals thereof law rules of such state. (other than Section 5-1401 of b) The New York General Obligations Law). Each of the Holder and the Company: (a) agrees parties hereto agree that any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Warrant and/or Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be instituted brought exclusively in the Supreme Delaware Chancery Court of or, if such court shall not have jurisdiction, any federal court located in the State of New YorkDelaware or other Delaware state court, New York Countyand each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or in proceeding and irrevocably waives, to the United States District Court for the Southern District of New Yorkfullest extent permitted by Applicable Law, (b) waives any objection which that it may have now or hereafter have to the laying of 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, proceeding in any such court or in the United States District Court for the Southern District of New York in that any such suit, action or proceedingproceeding brought in any such court has been brought in an inconvenient forum. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served Process in any such suit, action or proceeding may be served on any party anywhere in the Supreme Court world, whether within or without the jurisdiction of any such court. Without limiting the State of New Yorkforegoing, New York County, or in the United States District Court for the Southern District of New York and each party agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery on such party as provided in Section 5.1 shall be deemed in every respect effective service of process upon the Company, in any on such suit, action or proceeding, and service of process upon the Holder 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. party. (c) EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY HEREBY OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS WARRANTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6(c).

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of the this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder 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 suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant shall be deemed (a) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES. (b) Any legal action or proceeding with respect to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects enforcement of any award by the laws arbitrators under Section 11.11 may be brought in the courts of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The located in New York General Obligations Law). Each county or of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 of America for the Southern District of New York, (b) and, by execution and delivery of this Agreement, each of the Parties hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any appeal thereof for disputes arising under this Agreement. Subject to Section 11.11, each of the Parties irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Party at its notice address provided pursuant to Section 11.2 hereof. Each of the Parties hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such suit, court that any such action or proceeding, and proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of either Party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other Party in any other jurisdiction. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDPARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The the New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be deemed to have been executed governed by and delivered construed and enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Florida, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Holder transactions contemplated by this Warrant (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 Palm Beach County, Florida. Each party hereto hereby irrevocably submits to the Company: exclusive jurisdiction of the state and federal courts sitting in Palm Beach County, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any 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 certified mail or overnight delivery (awith 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. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal suit, action or proceeding arising out of or relating to this Warrant and/or or the transactions contemplated hereby hereby. If any party shall commence a proceeding to enforce any provisions of this Warrant, then the prevailing party in such proceeding shall be instituted exclusively in reimbursed by the Supreme Court other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validityJurisdiction. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, interpretationARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, constructionEXECUTION OR PERFORMANCE OF THIS AGREEMENT (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, effectARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the Holder and the Company: (a) party hereby agrees that any legal suitaction based upon, action or proceeding arising out of or relating to this Warrant and/or Agreement (including any action concerning the transactions contemplated hereby violation or threatened violation of this Agreement) shall be instituted exclusively heard and determined in any state or federal court sitting in the Supreme Court of Chancery of the State of Delaware (or, if the Chancery Court of the State of New YorkDelaware declines to accept jurisdiction over a particular matter, New York County, or in the United States District Court for the Southern District of New YorkDelaware), (b) waives any objection which it may have or hereafter and the parties hereto hereby irrevocably submit to the venue exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees In addition, each party consents to accept and acknowledge service of any and all process which may be being served in any such suitlawsuit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in the Supreme Court effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York, New York County, or Delaware and shall have no effect for any purpose except as provided in the United States District Court for the Southern District of New York this SECTION 3.7 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 not be deemed to confer rights on any Person other than the parties hereto. Nothing in every respect effective service of this SECTION 3.7 shall affect or limit any right to serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderUnderwriter, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by Agreement is a contract under the laws of the State of New York applicable and shall for all purposes be construed in accordance with and governed by the laws of said State without reference to agreements wholly performed within the borders of such state and without regard to the conflicts its conflict or choice of laws principals thereof principles (other than Section Sections 5-1401 and 5-1402 of The the New York General Obligations Law, which shall apply to this Agreement). Each The parties hereby irrevocably and unconditionally submit to the nonexclusive jurisdiction of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, York sitting in New York County, or in County and of the United States District Court for the Southern District of New York, (b) waives and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 arising out of or relating to this Agreement in the Supreme Court any court referred to above. Each of the State of New Yorkparties hereto hereby irrevocably waives, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, proceeding in any such suitcourt. EACH PARTY WAIVES HIS, action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, HER OR ITS SUBSIDIARIES AND, RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY ACTION OR CLAIM BASED UPON, ARISING OUT OF OR ANY DISPUTE IN CONNECTION WITH THIS WARRANT AGREEMENT, AND CONSENTS TO THE TRANSACTIONS CONTEMPLATED GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THIS WARRANTTHE COURT.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered Agreement is governed in New York and both this Warrant and the transactions contemplated hereby shall be governed all respects, including as to validity, interpretation, construction, interpretation and effect, and in all other respects by the laws of the State of New York applicable York, without giving effect to agreements wholly performed within the borders its principles or rules of such state and without regard conflict of laws, to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each extent such principles are not mandatorily applicable by statute and would permit or require the application of the Holder and laws of another jurisdiction. The Parties hereby irrevocably submit to the Company: (a) agrees that any legal suit, action or proceeding arising out exclusive jurisdiction of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court Courts of the State of New York, York sitting in New York County, or in County and the United States District Court for of the Southern District of New York, (b) waives and any objection which it may have appellate court from any thereof solely in respect of the interpretation and enforcement of the provisions of this Agreement, and irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, or hereafter with respect to the venue of any such suit, action or proceedingproceeding hereunder, shall be heard and (c) irrevocably consents to determined in any of the jurisdiction of Supreme Court courts of the State of New York, York sitting in New York County, or in County and the United States District Court for of the Southern District of New York York, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each Party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such suit, action or proceedingjurisdiction. Each Party hereby waives and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that such action, suit or proceeding may not be brought or is not maintainable in such courts, that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the Holder and the Company further agrees to accept and acknowledge service subject matter 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 Holder 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 proceedingdispute. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS PARTIES HEREBY IRREVOCABLY AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A UNCONDITIONALLY WAIVE TRIAL BY JURY IN RESPECT ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY CLAIM BASED UPON, MATTERS ARISING OUT OF OR IN CONNECTION ANY WAY CONNECTED WITH THIS WARRANT AND THE TRANSACTIONS OR CONTEMPLATED BY THIS WARRANTAGREEMENT.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (ab) agrees that In any legal suit, action or proceeding arising out of or relating to this Warrant and/or Agreement, or any of the transactions contemplated hereby shall be instituted exclusively in by this Agreement: (i) each of the Supreme parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of New YorkDelaware and any state appellate court therefrom or, New York Countyif such court lacks subject matter jurisdiction, or in the United States District Court for sitting in New Castle County in the Southern District State of New YorkDelaware, (bit being agreed that the consents to jurisdiction and venue set forth in this Section 5.6(b) waives shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any objection which it may have purpose except as provided in this paragraph and shall not be deemed to confer rights or hereafter obligations on any Person other than the parties hereto); and (ii) each of the parties hereto irrevocably consents to the venue service of process by first class certified mail, return receipt requested, postage prepaid, to such party’s respective address set forth in Section 5.1. The parties hereto agree that a final judgment in any such suit, action or proceedingproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, and however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New YorkEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION ARISING OUT OF OF, RELATING TO OR IN CONNECTION WITH THIS WARRANT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE TRANSACTIONS CONTEMPLATED BY EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WARRANTWAIVER, (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 5.6(c).

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and California, without regard to the conflicts choice of laws principals thereof (provisions thereof. Any action to enforce, which arises out of or in any way relates to, any of the provisions of this Agreement or the instruments, agreements and other than Section 5-1401 documents contemplated hereby shall be brought and prosecuted in the courts of The New York General Obligations Law)the State of California located in the County of Los Angeles or of the United States for the Central District of California. Each of the Holder and the CompanyParty irrevocably: (a) agrees that any legal suit, action or proceeding arising out of or relating submits to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court exclusive jurisdiction of the State of New Yorkaforesaid courts, New York County, or in the United States District Court for the Southern District of New York, and (b) waives any objection which it may have or hereafter at any time to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 (“Proceedings”) brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the Supreme Court of the State of New Yorkright to object, New York Countywith respect to such Proceedings, or in the United States District Court for the Southern District of New York and agrees that such court does not have jurisdiction over such Party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 7.14. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. (b) The Parties agree that any controversy, claim or dispute arising out of or relating to or in connection with this Agreement, including, without limitation, any dispute regarding the breach, termination, enforceability or validity hereof (each, a “Dispute”) should be regarded as a business problem to be resolved promptly through business-oriented negotiations before resorting to legal action in accordance with the provisions of Section 7.3(a) hereof. The parties therefore agree to attempt in good faith to resolve any Dispute promptly by negotiation between the executives of the parties who have authority to settle the Dispute. Such negotiations shall commence upon the Company mailed mailing of a notice (the “Dispute Notice”) from the appropriate executive of the requesting Party to an appropriate executive or director of the responding Party. If the Dispute has not been resolved by certified mail these persons within forty-five (45) days of the date of the Dispute Notice, then either Party thereto may commence legal action in accordance with Section 7.3(a) hereof. All negotiations pursuant to the Company’s address or delivered by Federal Express via overnight delivery this Section 7.3(b) shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, confidential and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement. Nothing contained in every respect effective service process upon this Section 7.3(b) shall preclude a party from seeking provisional relief if the Holder, in any prerequisites to obtaining such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTrelief are otherwise satisfied.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validityTHIS AGREEMENT (AND ANY CLAIMS OR CAUSE OF ACTION ARISING UNDER, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT, WHETHER IN CONTRACT, TORT OR STATUTE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE TRANSACTIONS LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, then any federal court of the United States of America sitting in the State of Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, or with respect to any action or proceeding hereunder, shall be heard and determined in such courts, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each Party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction. Each Party hereby waives and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that such action, suit or proceeding may not be brought or is not maintainable in such courts, that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR CONTEMPLATED BY THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant shall Agreement, and all actions and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be deemed to have been executed and delivered in New York and both based on this Warrant and Agreement, arise out of this Agreement or relate hereto or the transactions contemplated hereby negotiation, execution, performance or subject matter hereof, shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York Delaware applicable to agreements wholly made and to be performed within the borders solely therein, without giving effect to principles of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 law. For any Action or cause of The New York General Obligations Law). Each action that may be based on this Agreement, arise out of this Agreement or relate hereto or the Holder and the Company: negotiation, execution, performance or subject matter hereof, each Party hereto (a) agrees that any legal suitirrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, action or proceeding arising out to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of or relating Delaware or, to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in extent such court does not have subject matter jurisdiction, the Supreme Superior Court of the State of New York, New York County, or in the United States District Court for the Southern District of New YorkDelaware, (b) agrees that all such Actions and causes of action shall be heard and determined exclusively under the foregoing clause (a), (c) waives any objection which it may have or hereafter to the laying venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitActions or cause of action in such courts, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of (d) waives any and all process which may be served in objection that any such suit, action court is an inconvenient forum 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 does not have jurisdiction over any Party hereto and (e) agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such Party in any such suit, Action or cause of action or proceeding, and service of process upon the Holder 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 if such process upon the Holderis given as a notice under Section 5.1. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, in any such suitARISE OUT OF THIS AGREEMENT OR RELATE HERETO OR THE NEGOTIATION, action or proceedingEXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF. THE HOLDER (ON BEHALF OF ITSELFEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN CONNECTION WITH THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS WARRANT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND THE TRANSACTIONS CONTEMPLATED BY CERTIFICATIONS IN THIS WARRANTSECTION 5.6.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validityJurisdiction. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, interpretationARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, constructionEXECUTION OR PERFORMANCE OF THIS AGREEMENT (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, effectARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the Holder and the Company: (a) party hereby agrees that any legal suitaction based upon, action or proceeding arising out of or relating to this Warrant and/or Agreement (including any action concerning the transactions contemplated hereby violation or threatened violation of this Agreement) shall be instituted exclusively heard and determined in any state or federal court sitting in the Supreme Court of Chancery of the State of Delaware (or, if the Chancery Court of the State of New YorkDelaware declines to accept jurisdiction over a particular matter, New York County, or in the United States District Court for the Southern District of New YorkDelaware), (b) waives any objection which it may have or hereafter and the parties hereto hereby irrevocably submit to the venue exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees In addition, each party consents to accept and acknowledge service of any and all process which may be being served in any such suitlawsuit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in the Supreme Court effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York, New York County, or Delaware and shall have no effect for any purpose except as provided in the United States District Court for the Southern District of New York this SECTION 4.7 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 not be deemed to confer rights on any Person other than the parties hereto. Nothing in every respect effective service of this SECTION 4.7 shall affect or limit any right to serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. This Warrant shall be deemed The validity, construction, and performance of this Agreement, and any action arising out of or relating to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to the conflicts laws of laws principals thereof (other than Section 5-1401 such state as to choice or conflict of The New York General Obligations Law)laws. Each of the Holder and the Company: party (a) agrees that hereby irrevocably submits to the exclusive jurisdiction of the courts located in Delaware, for the purpose of any legal suit, action or proceeding arising out of or relating to based upon this Warrant and/or Agreement 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, subject matter hereof and (b) hereby waives any objection which it may have and agrees not to assert, by way of motion, as a defense, or hereafter to the venue of otherwise, in any such suitaction, action or proceeding, and (c) irrevocably consents any claim that it is not subject personally to the jurisdiction of Supreme Court the above-named courts, that the action is brought in an inconvenient forum or that the venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingis improper. Each of the Holder and the Company further agrees party hereby consents to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon by mail at the Company mailed by certified mail address to the Company’s address or delivered by Federal Express via overnight delivery shall which notices are to 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 Holder 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 proceedinggiven. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDPARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS WARRANTAGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Venue. (a) This Warrant Agreement and all rights and obligations of the parties hereunder shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall all respects be governed as to validity, interpretation, construction, effectby, and construed and enforced in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The York, including New York General Obligations Law). Each Law Sections 5-1401 and 5-1402, but otherwise without regard to laws of the Holder and the Company: New York concerning conflicts of laws or choice of forum. (ab) agrees that any legal Any suit, action or proceeding to enforce this Agreement, or arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby (“Action”), shall be instituted brought exclusively in the Supreme New York State or Federal Court of the State of New York, sitting in New York County, New York (an “Appropriate Court”), and each party hereto irrevocably submits to the personal jurisdiction of an Appropriate Court with respect to any Action. Each party hereby waives, and agrees not to assert, any defense to an Action brought in an Appropriate Court based on a claim that such party is not subject to the jurisdiction of the Appropriate Court, or the Appropriate Court is an inconvenient forum or is in the United States District Court any way an improper venue for the Southern District of New YorkAction (the “Waivers”). Notwithstanding the foregoing, (b) waives should any objection which it may have or hereafter to party bring an Action in a court other than an Appropriate Court, the venue of any plaintiff in such suit, action or proceedingAction shall be bound by the Waivers, and shall not assert positions contrary thereto, in respect to any motion by the defendant to transfer such Action to any Appropriate Court. (c) Each party hereby irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of copies of any summons and all complaint and any other process which may be served in any such suitAction in any Appropriate Court by registered express mail, action or proceeding in the Supreme Court of the State of New York, New York Countyreturn receipt requested, or by delivering a copy of such process to such party, at its address specified in the United States District Court for the Southern District of New York and Section 11 or by any other manner permitted by law. Each party agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery a final judgment in any Action in an Appropriate Court shall be deemed conclusive and may be enforced in every respect effective service of process upon other jurisdictions by suit on the Company, in judgment or by any such suit, action or proceeding, and service of process upon the Holder mailed other manner provided 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. a. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)York. Each of Lender and Borrower hereby irrevocably submits and consents to the Holder exclusive jurisdiction and the Company: (a) agrees that venue of any legal suit, action or proceeding arising out proper court of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively competent jurisdiction located in the Supreme Court of the State state of New York, sitting in New York County, or in and of the United States District Court for of the Southern District of New York, (b) waives and any objection which it may have or hereafter to the venue of appellate court from any such suit, action or proceedingthereof, and (c) each of the parties hereto irrevocably consents and unconditionally submits to the jurisdiction of Supreme Court such courts and agrees that all claims in respect of the State of New Yorkany such action, litigation or proceeding may be heard and determined in such New York CountyState court or, or to the fullest extent permitted by Applicable Law, in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder federal. b. Borrower hereby irrevocably and the Company further unconditionally agrees to accept and acknowledge that service of any all writs, process and all process which may be served summonses in any such suit, action or proceeding brought in the Supreme Court of the State of New YorkYork may be made upon National Energy Services Reunited Corporation located at 700 Xxxx Xxx Xxxx., New York CountyXxxxx 000, or in Xxxxxxx, Xxxxx 00000, Xxxxxx Xxxxxx of America, with copy to Dxxxxx X. Xxxxxx, Lxxxxx Xxxxxxxx PC, 1000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the United States District Court for the Southern District of New York “Process Agent”) and Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any all such writs, process and summonses, and agrees that the failure by the Process Agent to give any notice of any such service of process upon to Borrower shall not impair or affect the Company mailed validity of such service or of any judgement based thereon. Such service may be made by certified mail mailing or delivering a copy of such process to Borrower in care of the CompanyProcess Agent at the Process Agent’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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTabove address.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof thereof. (other than Section 5-1401 of The New York General Obligations Law). b) Each of the Holder parties hereto (i) irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the Company: (a) agrees that jurisdiction of the United States District Court for the State of Delaware, for the purpose of any legal suit, action or proceeding Proceeding arising out of or relating to this Warrant and/or Agreement or the transactions contemplated actions of the parties in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby shall irrevocably agrees that all claims with respect to such Proceeding may be instituted heard and determined exclusively in any Delaware state or Federal court, (ii) consents to submit itself to the Supreme personal jurisdiction of the Delaware Court of Chancery, any other court of the State of New York, New York County, or Delaware and any Federal court sitting in the United States District Court for State of Delaware in the Southern District event any Proceeding arises out of New Yorkthis Agreement, (biii) waives any objection which agrees that it may have will not attempt to deny or hereafter to the venue of defeat such personal jurisdiction by motion or other request for leave from any such suit, action or proceeding, court and (civ) irrevocably consents agrees that it will not bring any Proceeding relating to this Agreement in any court other than the jurisdiction Delaware Court of Supreme Chancery (or, if the Delaware Court of Chancery shall be unavailable, any other court of the State of New York, New York County, Delaware or any Federal court sitting in the United States District Court for the Southern District State of New York in any such suit, action or proceedingDelaware). Each of the Holder and the Company further agrees parties hereto hereby irrevocably consents to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed in any Proceeding arising out of or relating to this Agreement, on behalf of itself or its property, by certified U.S. registered mail to such party’s respective address set forth in Section 5.1 (Notices). Nothing in this Agreement will affect the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service right of any party to this Agreement to serve process upon the Company, in any such suitother manner permitted by Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION ARISING OUT OF OF, RELATING TO OR IN CONNECTION WITH THIS WARRANT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE TRANSACTIONS CONTEMPLATED BY EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WARRANTWAIVER, (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 5.6(c).

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby relationship of the parties hereto shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the internal laws (and not the law of conflicts) of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof York. (other than Section 5-1401 of The New York General Obligations Law). b) Each of the Holder and parties hereto irrevocably submits to the Company: (a) agrees that any legal suitexclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in if such court does not have jurisdiction, 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 purposes of any such suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 11.12 (or to such other address for notices as provided by such party pursuant to Section 11.12) or in any other manner permitted by Law shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and (c) irrevocably consents unconditionally waives any objection to the jurisdiction laying of Supreme Court venue of any action, suit or proceeding arising out of this Agreement or the State of New York, New York County, or transactions contemplated hereby in (i) the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 (ii) the Supreme Court of the State of New York, New York CountyCount, or in the United States District Court for the Southern District of New York and hereby further irrevocably and unconditionally waives and agrees that service of process upon the Company mailed by certified mail not to the Company’s address please or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, claim in any such suitcourt that any such action, action suit or proceeding, and service of process upon the Holder 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, proceeding brought in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcourt has been brought in an inconvenient forum.

Governing Law; Venue. This Warrant shall engagement letter will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant engagement letter and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant engagement letter and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s 's address or delivered by Federal Express via overnight delivery shall will 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 Holder Aegis mailed by certified mail to the Holder’s Aegis's address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this engagement letter as an independent contractor with duties to the Company.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed Agreement and delivered all claims and causes of action arising in New York and both this Warrant and the transactions contemplated hereby connection herewith shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts of laws principals thereof law rules of such state. (other than Section 5-1401 of b) The New York General Obligations Law). Each of the Holder and the Company: (a) agrees parties hereto agree that any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Warrant and/or Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be instituted brought exclusively in the Supreme Delaware Chancery Court of or, if such court shall not have jurisdiction, any federal court located in the State of New YorkDelaware or other Delaware state court, New York Countyand each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or in proceeding and irrevocably waives, to the United States District Court for the Southern District of New Yorkfullest extent permitted by Law, (b) waives any objection which that it may have now or hereafter have to the laying of 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, proceeding in any such court or in the United States District Court for the Southern District of New York in that any such suit, action or proceedingproceeding brought in any such court has been brought in an inconvenient forum. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served Process in any such suit, action or proceeding may be served on any party anywhere in the Supreme Court world, whether within or without the jurisdiction of any such court. Without limiting the State of New Yorkforegoing, New York County, or in the United States District Court for the Southern District of New York and each party agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery on such party as provided in Section 5.1 shall be deemed in every respect effective service of process upon the Company, in any on such suit, action or proceeding, and service of process upon the Holder 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. party. (c) EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY HEREBY OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS WARRANTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6(c).

Governing Law; Venue. This Warrant shall be deemed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS, RULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH LAWS, RULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) The parties hereby irrevocably submit to have been executed the personal jurisdiction of the courts of the State of Delaware and delivered the federal courts of the United States of America located in New York the State of Delaware solely in respect of the interpretation and both enforcement of the provisions of this Warrant Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectand thereby, and hereby waive, and agree not to assert, as a defense in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 Proceeding for the Southern District of New York, (b) waives any objection which it may have interpretation or hereafter to the venue enforcement hereof or of any such suitdocument, action that it is not subject thereto or proceedingthat such 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 irrevocably agree that all claims relating to such Proceeding or transactions 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 the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 5.1 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New YorkEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES APPLICABLE LAW ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AGREEMENT, THE DOCUMENTS REFERRED TO HEREIN OR THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER OR ANY OTHER LETTER OR AGREEMENT RELATED TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH 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, ANY AGREEMENT CONTEMPLATED BY THE DOCUMENTS REFERRED TO HEREIN OR THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTEMPLATED IN THIS WARRANTSECTION 5.6.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York Connecticut and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Connecticut, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)thereof. Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of state or Federal courts in the State of New York, New York Connecticut located in Fairfield 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 state or Federal courts of the State of New York, New York County, or Connecticut located in the United States District Court for the Southern District of New York Fairfield County in any such suit, action or proceeding. Each of the Holder Dealer-Manager 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 state or Federal courts of the State of New York, New York County, or Connecticut located in the United States District Court for the Southern District of New York Fairfield County 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS, PROVIDED, HOWEVER THAT THE ENFORCEABILITY AND VALIDITY OF THE PROXY GRANTED HEREBY SHALL BE GOVERNED BY THE LAWS OF BERMUDA. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be deemed to have been executed brought and delivered determined exclusively in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Court of Chancery of the State of New York applicable to agreements wholly performed within Delaware, or in the borders event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the District of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)Delaware. Each of the Holder parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 5.1 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the Company: rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ai) agrees any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.6(b), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or such court is brought in the United States District Court for the Southern District of New Yorkan inconvenient forum, (by) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York Countyis improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companysuch courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT UNDER THIS WARRANTAGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6(c).

Governing Law; Venue. (a) This Warrant Agreement and all rights and obligations of the parties hereunder shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall all respects be governed as to validity, interpretation, construction, effectby, and construed and enforced in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The York, including New York General Obligations Law). Each Law Sections 5-1401 and 5-1402, but otherwise without regard to laws of the Holder and the Company: New York concerning conflicts of laws or choice of forum. (ab) agrees that any legal Any suit, action or proceeding to enforce this Agreement, or arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby (“Action”), shall be instituted brought exclusively in the Supreme New York State or Federal Court of the State of New York, sitting in New York County, New York (an “Appropriate Court”) and each party hereto irrevocably submits to the personal jurisdiction of an Appropriate Court with respect to any Action. Each party hereby waives, and agrees not to assert, any defense to an Action brought in an Appropriate Court based on a claim that such party is not subject to the jurisdiction of the Appropriate Court, or the Appropriate Court is an inconvenient forum or is in the United States District Court any way an improper venue for the Southern District of New YorkAction (the “Waivers”). Notwithstanding the foregoing, (b) waives any objection which it may have or hereafter to should either party bring an Action in a court other than an Appropriate Court, the venue of any plaintiff in such suit, action or proceedingAction shall be bound by the Waivers, and shall not assert positions contrary thereto, in respect to any motion by the defendant to transfer such Action to any Appropriate Court. (c) Each party hereby irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of copies of any summons and all complaint and any other process which may be served in any such suitAction in any Appropriate Court by registered express mail, action or proceeding in the Supreme Court of the State of New York, New York Countyreturn receipt requested, or by delivering a copy of such process to such party, at its address specified in the United States District Court for the Southern District of New York and Section 10 or by any other manner permitted by law. Each party agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery a final judgment in any Action in an Appropriate Court shall be deemed conclusive and may be enforced in every respect effective service of process upon other jurisdictions by suit on the Company, in judgment or by any such suit, action or proceeding, and service of process upon the Holder mailed other manner provided 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Source and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Source 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 Holder underwriters mailed by certified mail to the HolderSource’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderSource, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall placement agent agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant placement agent agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant placement agent agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this placement agent agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this placement agent agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer- Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder Dealer- Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holdersuch Dealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, THE BASE PROSPECTUS, THE TIME OF SALE PROSPECTUS AND THE PROSPECTUS SUPPLEMENTS.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 such suit, action or proceeding. Each of the Holder 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 '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 Holder mailed by certified mail to the Holder’s '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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. (a) This Warrant Agreement shall be deemed to have been executed and delivered construed in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectaccordance with, and governed in all other respects by by, the internal laws of the State of New York applicable Delaware (without giving effect to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof laws). (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (ab) agrees that any Any legal suit, action or other legal proceeding arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby shall enforcement of any provision of this Agreement may be instituted brought or otherwise commenced exclusively in the Supreme Court of in any state and federal court located in the State of New York, New York County, or in the United States District Court for the Southern District of New York, Delaware. Each Party: (bi) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, expressly and (c) irrevocably consents and submits to the jurisdiction of Supreme Court of each state and federal court located in the State of New York, New York County, or Delaware (and each appellate court located in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Delaware) in the United States District Court for the Southern District of New York and connection with any such legal proceeding; (ii) agrees that service each state and federal court located in State of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery Delaware shall be deemed in every respect effective service to be a convenient forum; and (iii) agrees not to assert (by way of process upon the Companymotion, as a defense or otherwise), in any such suitlegal proceeding commenced in any state or federal court located in the State of Delaware, action or proceeding, and service of process upon the Holder mailed by certified mail any claim that such Party is not subject personally to the Holder’s address jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or delivered that this Agreement or the subject matter of this Agreement may not be enforced in or by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holdersuch court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY OTHER TRANSACTIONAL AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTIONAL AGREEMENT, OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (II) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (III) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATION IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTSECTION 4.4(c).

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Managers and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Managers 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 Holder Dealer-Managers mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, United States, and both the binding provisions of this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Managers and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder Dealer-Managers mailed by certified mail to the Holder’s each Dealer-Managers’ address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holdersuch Dealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be deemed to have been executed governed by and delivered construed and enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, (b) waives any objection which it may have or hereafter to Borough of Manhattan for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such suitaction, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the internal laws of the State of New York Florida applicable to agreements wholly performed the performance and enforcement of contracts made within the borders of such state and state, without regard giving effect to the law of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)applied thereby. Each of In the Holder and the Company: (a) agrees event that any legal suit, action or proceeding dispute shall occur between the parties arising out of or relating to resulting from the construction, interpretation, enforcement or any other aspect of this Warrant and/or Agreement, the transactions contemplated hereby Parties may bring an action in any federal court of competent jurisdiction in the County of Brevard In the event either Party shall be instituted exclusively forced to bring any legal action to protect or defend its rights hereunder, then the prevailing party in such proceeding shall be entitled to reimbursement from the Supreme Court non-prevailing party of all fees, costs and other expenses (including, without limitation, the State reasonable expenses of New York, New York County, its attorneys) in bringing or in the United States District Court for the Southern District of New York, defending against such action. (b) waives any objection which it may have or hereafter to the venue of any such suitEACH AND EVERY PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 10.10(b).

Governing Law; Venue. This Warrant shall engagement letter will be deemed to have been executed made and delivered in New York the State of Florida and both the binding provisions of this Warrant Agreement and the transactions contemplated hereby shall and by the Underwriting Agreement will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Florida, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Dxxxxx and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant engagement letter and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of the State of New York, New York County, or courts located in the United States District Court for the Southern District county of New YorkPalm Beach, Florida (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or courts located in the United States District Court for the Southern District county of New York Palm Beach, Florida, in any such suit, action or proceeding. Each of the Holder Dxxxxx 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 such courts 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 will 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 Holder Dxxxxx mailed by certified mail to the Holder’s Dxxxxx’x address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderDxxxxx, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Dxxxxx nor its affiliates, and the respective officers, directors, employees, agents and representatives of Dxxxxx, its affiliates and each other person, if any, controlling Dxxxxx or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Dxxxxx will act under this engagement letter as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby The Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State United States and the laws of New York applicable to agreements wholly performed within the borders state of such state and Delaware, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law principles thereof. Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating Both Parties agree to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively use reasonable efforts 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 a good faith attempt to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of settle as promptly as possible any and all process which may disputes arising from this Agreement or a transaction conducted pursuant to this Agreement. [signature page follows] ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS IN WITNESS WHEREOF, Roche and Dexcom hereto have caused this Agreement to be served executed by their duly authorized representatives. DEXCOM, INC. ROCHE DIAGNOSTICS OPERATIONS, INC. By: By: Xxxxx Xxxxx (printed) (printed) Title: Title: Vice President, DC Development & Mfg Date: Date: ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS EXHIBIT A STATEMENT OF WORK This Statement of Work (“SOW”) is entered into by the Roche Diagnostics Operations, Inc. (“Roche” or “Purchaser”) and Dexcom, Inc. (“Dexcom” or “Developer”) pursuant to the Research and Development Agreement by and between Roche and Developer dated November 1,2011 (the “Agreement”). All terms and conditions of the Agreement apply to this SOW and all capitalized terms used but not otherwise defined in any such suit, action or proceeding this SOW have the meaning set forth in the Supreme Court Agreement. General Information Statement of the State Work Effective Date Developer: Name: Dexcom, Inc Address: 0000 Xxxxxxxx Xxxxx Xxx Xxxxx, XX 00000 Purchaser: Name: Roche Diagnostics Operations, Inc. Address: 0000 Xxxxx Xxxx Xxxxxxxxxxxx, XX 00000 Scope 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.Work & Performance Requirements

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts of laws principals thereof (other than Section 5-1401 law rules of The New York General Obligations Law)such State. Each of Parent, Merger Subsidiary and each Holder irrevocably submits to the Holder and the Company: exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware, New Castle County, and (b) the United States District Court in Wilmington, Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or any of the Transactions. Each of Parent, Merger Subsidiary and each Holder agrees to commence any action, suit or proceeding relating hereto either in the United States District Court in Wilmington, Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Court of Chancery of the State of Delaware, New Castle County. Each of Parent, Merger Subsidiary and each Holder further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address as set forth pursuant to Section 9(f) shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction hereunder. The parties agree that service of process may also be effected by certified or registered mail, return receipt requested, or by reputable overnight courier service, directed to the other party at the addresses set forth pursuant to Section 9(f), and service so made shall be completed when received. Each of Parent, Merger Subsidiary and each Holder irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Transactions in (i) the Court of Chancery of the State of Delaware, New Castle County, or (ii) the United States District Court in Wilmington, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of Parent, Merger Subsidiary and each Holder irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby shall be Transactions which is 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 court. The parties agree that a final trial court judgment in any such suit, action or proceeding. Each of the Holder other proceeding shall be conclusive and the Company further agrees to accept and acknowledge service of any and all process which may be served enforced in other jurisdictions by suit on the judgment or in any such suitother manner provided by Applicable Law; provided, action or proceeding however, that nothing in the Supreme Court of the State of New York, New York Countyforegoing shall restrict any party’s rights to seek any post-judgment relief regarding, 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 Companyany appeal from, in any such suit, action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTfinal trial court judgment.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly contracts executed and to be performed within the borders of such state and in New York State without regard to the its conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each principles that would require the application of the Holder laws of another jurisdiction. The Parties acknowledge and agree that this Agreement and the Company: (a) agrees transactions contemplated hereby constitute a commercial transaction. The parties irrevocably acknowledge and accept that any legal suit, action or proceeding all actions arising out of under or relating to this Warrant and/or Agreement, and the transactions contemplated hereby and thereby shall be instituted brought exclusively in the Supreme Court of the State of New York, New York County, or in the a United States District Court or New York State Court located in Albany, New York having subject matter jurisdiction over such matters, and each of the Parties hereby consents to and accepts such personal jurisdiction of, and waives any objection as to the laying of venue in, such courts for the Southern District purposes of New York, such action. (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES APPLICABLE LAW ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY CLAIM BASED UPONACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, RELATING TO OR IN CONNECTION WITH THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS WARRANTAGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.01(b). Section 17.02. Laws of the State of New York. Seller shall comply with all of the requirements set forth in Exhibit A hereto. In the event of an irreconcilable conflict between the terms of the Agreement (including any and all attachments thereto and amendments thereof) and the terms of Exhibit A hereto, the terms of Exhibit A hereto shall control.

Governing Law; Venue. (a) This Warrant shall be deemed Agreement and all claims or causes of action (whether in contract or tort or otherwise) based upon, arising out of or related to have been executed and delivered in New York and both this Warrant and Agreement or the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and California without regard to the conflicts conflict of laws principals thereof (principles that would result in the application of any law other than Section 5-1401 the laws of The New York General Obligations Law). the State of California, except to the extent the laws of the State of Delaware apply to the powers and duties of the board of directors of AgeX or the other internal affairs of AgeX. Each of the Holder and the Companyparties hereto: (ai) agrees that consents to and submits to the exclusive jurisdiction and venue of the courts of the State of California or the United States District Court for the Northern District of California, in any legal suit, action or proceeding Proceeding arising out of or relating to this Warrant and/or Agreement or any of the transactions contemplated hereby shall be instituted exclusively by this Agreement; (ii) agrees that, except as provided for in the Supreme Court of the State of New YorkSection 9.11(b), New York County, or all claims 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 respect of any such suit, action or proceeding, Proceeding shall be heard and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York determined in any such suit, action court; (iii) shall not attempt to deny or proceedingdefeat such personal jurisdiction by motion or other request for leave from any such court; and (iv) shall not bring any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the Holder BioTime 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 AgeX hereby agrees that service of process upon any process, summons, notice or document in accordance with the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery provisions of Section 9.8 shall be deemed in every respect effective service of process upon for any Proceeding arising out of or relating to this Agreement or any of the Companytransactions contemplated hereby. [ * ] = Certain confidential information contained in this document, in any such suitmarked by brackets, action or proceedinghas been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, and service of process upon the Holder mailed by certified mail as amended. (b) Notwithstanding anything to the Holder’s address or delivered by Federal Express via overnight delivery contrary contained in this Agreement, any claim for indemnification pursuant to Article 8 shall be deemed brought and resolved exclusively in every respect effective service process upon the Holderaccordance with Article 8; provided, however, that nothing in this Section 9.11(b) shall prevent any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTparty from seeking injunctive and other equitable relief from a court of competent jurisdiction in compliance with Section 9.11(a).

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER EACH PARTY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS, RULES OR PRINCIPLES THEREOF (OR ANY OTHER JURISDICTION) TO THE EXTENT THAT SUCH LAWS, RULES OR PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. (b) The parties hereby irrevocably submit to have been executed the personal jurisdiction of the courts of the State of Delaware and delivered the federal courts of the United States of America located in New York the State of Delaware solely in respect of the interpretation and both enforcement of the provisions of this Warrant Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectand thereby, and hereby waive, and agree not to assert, as a defense in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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 Proceeding for the Southern District of New York, (b) waives any objection which it may have interpretation or hereafter to the venue enforcement hereof or of any such suitdocument, action that it is not subject thereto or proceedingthat such 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 irrevocably agree that all claims relating to such Proceeding or transactions 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 the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 5.1 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New YorkEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES APPLICABLE LAW ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AGREEMENT, THE DOCUMENTS REFERRED TO HEREIN OR THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY HEREBY OR THEREBY (INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER OR ANY OTHER LETTER OR AGREEMENT RELATED TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WARRANT.WAIVER,

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable without reference to agreements wholly performed within the borders its choice of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law rules. Each of the Holder and parties hereto irrevocably submits to the Company: exclusive jurisdiction (asubject to the immediately following sentence) agrees that of the United States District Court for the Northern District of Illinois for the purposes of any legal suit, action or other proceeding arising out of this Agreement or relating to this Warrant and/or the transactions any transaction contemplated hereby shall be instituted exclusively in the Supreme Court hereby. Each of the State parties hereto agrees, to the extent permitted under applicable laws and rules of New Yorkprocedure, New York Countyto commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern Northern District of New YorkIllinois, (b) waives any objection which it may have or hereafter to the venue of any if such suit, action or proceedingother proceeding may not be brought in such court for jurisdictional reasons, and (c) irrevocably consents to in the jurisdiction Circuit Court of Supreme Court Xxxx County of the State of New YorkIllinois. Each of the parties hereto further agrees that service of any process, New York Countysummons, notice or document by U.S. registered mail to such party's respective address set forth below shall be effective service of process for any action, suit or proceeding in either the United States District Court for the Southern Northern District of New York Illinois or the Circuit Court of Xxxx County of the State of Illinois with respect to any matters to which it has submitted to jurisdiction in any such suit, action or proceedingthis Section 11.3. Each of the Holder parties hereto irrevocably and unconditionally waives any objection to the Company further agrees to accept and acknowledge service laying of venue of any and all process which may be served in any such suitaction, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Supreme Court of the State of New York, New York County, or in (i) the United States District Court for the Southern Northern District of New York Illinois or (ii) the Circuit Court of Xxxx County of the State of Illinois, and hereby further irrevocably and unconditionally waives and agrees that service of process upon the Company mailed by certified mail not to the Company’s address plead or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, claim in any such suitcourt that any such action, action suit or proceeding, and service of process upon the Holder 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, proceeding brought in any such suitcourt has been brought in an inconvenient forum. Notwithstanding the foregoing, action judgments, orders or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdecrees resulting from lawsuits or court actions brought in accordance with the foregoing provisions of this Section 11.3 may be appealed to or enforced in any court of competent jurisdiction.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder The Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder The Dealer-Manager 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 Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Transaction Documents shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party 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 (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of any such suitof the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such suitaction or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be deemed to have been executed governed by and delivered construed and enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Holder transactions contemplated by this Warrant (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 Xxxx Arundel County, Maryland. Each party hereto hereby irrevocably submits to the Company: exclusive jurisdiction of the state and federal courts sitting in Xxxx Arundel County, Maryland for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any 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 certified mail or overnight delivery (awith 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. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal suit, action or proceeding arising out of or relating to this Warrant and/or or the transactions contemplated hereby hereby. If any party shall commence a proceeding to enforce any provisions of this Warrant, then the prevailing party in such proceeding shall be instituted exclusively in reimbursed by the Supreme Court other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed a. To the extent required by applicable law, all terms and delivered in New York and both provisions of this Warrant and the transactions contemplated hereby XXXX shall be governed as to validityand construed in accordance with all applicable mandatory laws, interpretation, construction, effect, and even if inconsistent with the governing law set forth in all other respects by the following subparts of this Subsection 15.a: i. If you reside in the European Union: (i) the laws of the State your country of New York applicable to agreements wholly performed within the borders of such state residence govern this XXXX and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each your use of the Holder Game; and the Company: (aii) agrees you expressly agree that exclusive jurisdiction for any legal suit, claim or action or proceeding arising out of or relating to this Warrant XXXX and/or your use of the transactions contemplated hereby Game shall be instituted exclusively the Courts of your country of residence, and you expressly consent to the exercise of personal jurisdiction of such courts. ii. If you reside in the Supreme Court Republic of Korea: (i) the laws of the Republic of Korea, excluding its conflicts-of-law rules, govern this XXXX and your use of the Game; and (ii) you expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this XXXX and/or your use of the Game shall be the Courts of Korea, and you expressly consent to the exercise of personal jurisdiction of such courts. iii. For all other users: (i) the laws of the State of New YorkCalifornia, New York excluding its conflicts-of-law rules, govern this XXXX and/or your use of the Game; and (ii) you expressly agree that for claims and disputes not subject to the Arbitration Agreement in Section 14.a, above, exclusive jurisdiction for any claim or action arising out of or relating to this XXXX and/or your use of the Game shall be the federal or state courts that govern Santa Xxxxx County, or in California, and you expressly consent to the United States District Court exercise of personal jurisdiction of such courts. Please note that your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the Southern District International Sale of New YorkGoods (Vienna, (b1980) waives shall not apply to this License or to any objection which it may have dispute or hereafter to transaction arising out of this XXXX. b. In no event shall the venue of any such suitapplication, action interpretation, or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court enforcement of the State terms of New Yorkthis XXXX, New York Countyunder any jurisdictional law contemplated by any subpart of Subsection 15.a exclude, limit, or in the United States District Court for the Southern District of New York in otherwise restrict any such suitrights vested with You, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of as a consumer, under 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTapplicable consumer protection law(s).

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall rights and obligations of the parties hereunder are to be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the laws of the State Commonwealth of New York applicable to agreements wholly performed within the borders of such state and Massachusetts without regard to the conflicts choice or conflict of laws principals thereof (rules of any jurisdiction that would cause the application of the laws of any jurisdictions other than Section 5-1401 the Commonwealth of The New York General Obligations Law)Massachusetts. Each Federal law shall not be applied to any aspect of the Holder performance, interpretation, or resolution of disputes arising under this Agreement. The parties recognize that cannabis manufacturing and businesses are illegal under federal Law, but are permitted under Massachusetts Law if in compliance with Massachusetts statutes and regulations. The parties agree not to raise any defense or make any argument against the Company: enforceability or performance of this Agreement based on the illegality of cannabis under federal Law, or the Law of any other state. (ab) agrees Subject to Section 2.2(c), the parties hereto irrevocably consent that any legal suit, action or proceeding arising out of or relating to based upon this Warrant and/or Agreement or the transactions contemplated hereby hereby, or any other agreement, document or instrument arising out of or executed in connection with this Agreement, shall be instituted brought solely in and exclusively determined by the state courts situated in the Supreme Court County of the State Suffolk, City of New YorkBoston, New York County, or in the United States District Court for the Southern District Commonwealth of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingMassachusetts. Each of the Holder parties irrevocably and unconditionally consents to the Company further agrees exclusive jurisdiction of the state courts situated in the County of Suffolk, City of Boston, Commonwealth of Massachusetts to accept any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof and acknowledge service of hereby expressly and irrevocably waives any and all process which may be served claim or defense in any such suit, action or proceeding brought in the Supreme Court said jurisdictions based on any alleged lack of the State of New Yorkpersonal jurisdiction, New York Countyimproper venue, forum non conveniens, 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 Holder 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 HOLDER similar basis. (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORSc) EACH PARTY HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE ITS RIGHTS TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN CONNECTION ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH THIS WARRANT ITS LEGAL COUNSEL, AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTTHAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 Holder Dealer- Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORSHOLDERS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District County of New York, (b) waives any objection which it may have or hereafter New York. Each party hereto hereby irrevocably submits to the venue exclusive jurisdiction of the state and federal courts sitting in the County of New York, New York for the adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder 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 suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement 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 such suit, action or proceeding. Each of the Holder Dealer-Manager 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 '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 Holder Dealer-Manager mailed by certified mail to the Holder’s Dealer-Manager's address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. THIS AGREEMENT AND (EXCEPT AS THEREIN PROVIDED) THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. This Warrant Agreement and all of the other Loan Documents are performable in Dallas County, Texas, which shall be deemed to have been executed and delivered a proper place of venue for suit on or in New York and both respect of this Warrant and note. Borrower hereby irrevocably agrees that any legal proceeding in respect of this Agreement or any of the transactions contemplated hereby other Loan Documents shall be governed as brought in the district courts of Dallas County, Texas, or in the United States District Court for the Northern District of Texas, Dallas Division (collectively, the "Specified Courts"). Borrower hereby irrevocably submits to validity, interpretation, construction, effect, the nonexclusive jurisdiction of the state and in all other respects by the laws federal courts of the State of New York applicable to agreements wholly performed within the borders of such state and without regard Texas. Borrower hereby irrevocably waives, to the conflicts fullest extent permitted by law, any objection which it may now or hereafter have to the laying of laws principals thereof (other than Section 5-1401 venue of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court Agreement or any of the State of New YorkLoan Documents brought in any Specified Court, New York County, or in the United States District Court for the Southern District of New York, (b) and hereby further irrevocably waives any objection which it may have or hereafter to the venue of claims that any such suit, action or proceeding, and (c) proceeding brought in any such court has been brought in an inconvenient forum. Borrower further irrevocably consents to the jurisdiction service of Supreme Court process out of any of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served Specified Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to Borrower. Nothing herein shall affect the right of Agent or any Lender to commence legal proceedings or otherwise proceed against Borrower in the Supreme Court of the State of New York, New York County, any jurisdiction or to serve process in the United States District Court for the Southern District of New York and any manner permitted by applicable law. Borrower 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, a final judgment in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery proceeding shall be deemed conclusive and may be enforced in every respect effective service process upon other jurisdictions by suit on the Holder, judgment or in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTother manner provided by law.

Governing Law; Venue. This Warrant The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court or other Courts of the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chancery Court or other Courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Chancery Court or other Courts of the State of Delaware, and (iv) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, or by facsimile to the address at which such party is to receive notice as set out below each party's signature herein. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. RA hereby irrevocably designates Schulte Roth & Zabel (in such capacity the "RA Process Agent"), xxxx ax xxficx xx 919 Third Avenue, New York, New York 10022 as its designee, apxxxxxxx xxx xxxxx xx xxxxxxx, xxx xxx xx xxx behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement or any other agreement executed in connection with this Agreement, and such service shall be deemed complete upon delivery thereof to the RA Process Agent, provided that in the case of any such service upon the RA Process Agent, the party effecting such service shall also deliver a copy thereof to RA in the manner provided in this Section 8(a). RA shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that RA will at all times have been executed an agent for service of process for the above purposes in the city of New York. In the event of the transfer of all or substantially all of the assets and delivered business of the RA Process Agent to any entity or other person by consolidation, merger, sale of assets or otherwise, such entity or other person shall be substituted hereunder for the RA Process Agent with the same effect as if named herein in place of Schulte Roth & Zabel. RA further irrevocably consents to the servicx xx xxocexx xxt of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, or facsimile to such party at its address set out below each party's signature herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable New York and both this Warrant and law. RA expressly acknowledges that the transactions contemplated hereby shall foregoing waiver is intended to be governed as to validity, interpretation, construction, effect, and in all other respects by irrevocable under the laws of the State of New York applicable and of the United States of America. RB hereby irrevocably designates White & Case LLP (in such capacity the "RB Process Agent"), with an office at 1155 Avenue of the Americas, New York, New York 10036 as its dxxxxxxx, xxxxxxxxx xxx xxxxx xx xxxxxxx, xxx xxx xx xts behalf service of process in such jurisdiction in any legal action or proceedings with respect to agreements wholly performed within the borders of this Agreement or any other agreement executed in connection with this Agreement, and such state and without regard service shall be deemed complete upon delivery thereof to the conflicts RB Process Agent, provided that in the case of laws principals any such service upon the RB Process Agent, the party effecting such service shall also deliver a copy thereof (other than to RB in the manner provided in this Section 5-1401 of The New York General Obligations Law8(a). Each RB shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that RB will at all times have an agent for service of process for the above purposes in the city of New York. In the event of the Holder transfer of all or substantially all of the assets and business of the Company: (a) agrees that RB Process Agent to any legal suitentity or other person by consolidation, merger, sale of assets or otherwise, such entity or other person shall be substituted hereunder for the RB Process Agent with the same effect as if named herein in place of White & Case LLP. RB further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding arising by the mailing of copies thereof by registered airmail, postage prepaid, or facsimile to such party at its address set out below each party's signature herein. Nothing herein shall affect the right of or relating any party to this Warrant and/or serve process in any other manner permitted by applicable New York law. RB expressly acknowledges that the transactions contemplated hereby shall foregoing waiver is intended to be instituted exclusively in irrevocable under the Supreme Court laws of the State of New York and of the United States of America. EOG hereby irrevocably designates Wachtell, Lipton, Rosen & Katz (in such capacity the "EOG Process Agent"), with xx xxficx xx 51 West 52nd Street, New York, New York County10019 as its designee, xxxxxxxxx xxx xxxxx xx xxxxxxx, xxx xxx xx xts behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement or any other agreement executed in connection with this Agreement, and such service shall be deemed complete upon delivery thereof to the EOG Process Agent, provided that in the United States District Court case of any such service upon the EOG Process Agent, the party effecting such service shall also deliver a copy thereof to EOG in the manner provided in this Section 8(a). EOG shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that EOG will at all times have an agent for service of process for the Southern District above purposes in the city of New York. In the event of the transfer of all or substantially all of the assets and business of the EOG Process Agent to any entity or other person by consolidation, (b) waives any objection which it may have merger, sale of assets or hereafter to otherwise, such entity or other person shall be substituted hereunder for the venue EOG Process Agent with the same effect as if named herein in place of any such suitWachtell, action or proceedingLipton, and (c) Rosen & Katz. EOG further irrevocably consents to the jurisdiction service xx xxocexx xut of Supreme Court any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, or facsimile to such party at its address set out below each party's signature herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable New York law. EOG expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York, New York County, or in and of the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAmerica.

Governing Law; Venue. This Warrant shall placement agent agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the provisions of this Warrant placement agent agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant placement agent agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this placement agent agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this placement agent agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, (b) waives any objection which it may have or hereafter to New York for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder 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 suitmanner permitted by law. {00270800.DOC.3} EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant shall (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be deemed to have been executed and delivered brought in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws courts of the State of New York applicable to agreements wholly performed within the borders or of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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, and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to become effective 10 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction. The Borrower agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that nothing in this Section 11.11(b) is intended to impair the Borrower's right under applicable law to appeal or seek a stay of any judgment. (bc) The Borrower hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State aforesaid actions or proceedings arising out of New York, New York County, or in connection with this Credit Agreement or any other Credit Document 52 in the United States District Court for the Southern District of New York courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding court has been brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTan inconvenient forum.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and 5.4.1 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 DELAWARE, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION . 5.4.2 All judicial proceedings brought against the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding parties hereto arising out of or relating to this Warrant and/or Agreement, or any obligations hereunder, shall be brought in the courts of the State of Delaware and the United States of America located in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States of America located in the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each party hereto further hereby irrevocably and unconditionally waives any objection which such party may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement 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 proceedingcourts, and (c) hereby irrevocably consents and unconditionally waives and agrees not to the jurisdiction of Supreme Court of the State of New York, New York County, plead or in the United States District Court for the Southern District of New York claim in any such suitcourt that any such action, action suit or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suitcourt has been brought in an inconvenient (or substantially less convenient) forum or that such party is not subject to personal jurisdiction in such court. WITH RESPECT TO ANY SUCH CLAIM, action or proceeding in the Supreme Court of the State of New YorkACTION, New York CountySUIT OR PROCEEDING IN ANY SUCH COURT, 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 Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE FULLEST EXTENT PERMITTED OTHER ITS RIGHT TO A TRIAL BY LAWJURY, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTSUCH PROCEEDING.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the The substantive laws of the State of New York applicable Mexico shall govern the interpretation, validity, performance, and enforcement of this Agreement. The Parties consent to agreements wholly performed within the borders of such state jurisdiction and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or venue in the United States District Court for the Southern District of New YorkMexico, Albuquerque Division (b) waives or, if such court does not have jurisdiction, any objection which it may have New Mexico State District Court in Eddy 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 YorkLea County, New York CountyMexico) with respect to all claims arising under this Agreement. EACH OF THE PARTIES HEREBY KNOWINGLY, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS VOLUNTARILY AND CREDITORS) HEREBY INTENTIONALLY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LITIGATION BASED UPONON, OR ARISING OUT OF OF, UNDER OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE TRANSACTIONS CONTEMPLATED BY PARTIES ENTERING INTO THIS WARRANTAGREEMENT. Except as provided in Section 20, the Parties also agree that as a condition precedent to filing litigation, any Party intending to assert a claim must first give the other Party written notice of the nature of the claim, and the essential facts supporting the claim, and if the issue cannot be resolved by discussions between upper management of the Parties, the Parties will engage in mediation with a mediator selected by their mutual agreement; if they are unable to agree upon a mediator within fifteen (15) business days of receipt of the notice of the claim, a mediator shall be appointed by the Albuquerque office of the American Arbitration Association; the mediator shall be experienced in complex contractual disputes concerning oil and gas development and mining operations. If the claims have not been finally resolved by the mutual agreement of the Parties within 60 days after receipt of the notice described above, either Party may commence litigation with respect to such claims.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by Amendment is a contract under the laws of the State of New York applicable and shall for all purposes be construed in accordance with and governed by the laws of said State without reference to agreements wholly performed within the borders of such state and without regard to the conflicts its conflict or choice of laws principals thereof principles (other than Section Sections 5-1401 and 5-1402 of The the New York General Obligations Law, which shall apply to this Agreement). Each The Parties hereby irrevocably and unconditionally submit to the nonexclusive jurisdiction of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, York sitting in New York County, or in County and of the United States District Court for the Southern District of New York, (b) waives and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, and each of the Parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 arising out of or relating to this Amendment in the Supreme Court any court referred to above. Each of the State of New YorkParties hereto hereby irrevocably waives, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, proceeding in any such suitcourt. EACH PARTY WAIVES HIS, action or proceeding, and service of process upon the Holder 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 HOLDER (ON BEHALF OF ITSELF, HER OR ITS SUBSIDIARIES AND, RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY ACTION OR CLAIM BASED UPON, ARISING OUT OF OR ANY DISPUTE IN CONNECTION WITH THIS WARRANT AGREEMENT, AND CONSENTS TO THE TRANSACTIONS CONTEMPLATED GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THIS WARRANT.THE COURT

Governing Law; Venue. This Warrant shall engagement letter will be deemed to have been executed made and delivered in New York the State of Florida and both the binding provisions of this Warrant engagement letter and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Florida, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Xxxxxx and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant engagement letter and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of the State of New York, New York County, or courts located in the United States District Court for the Southern District county of New YorkPalm Beach, Florida (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or courts located in the United States District Court for the Southern District county of New York Palm Beach, Florida, in any such suit, action or proceeding. Each of the Holder Xxxxxx 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 such courts 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 will 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 Holder Xxxxxx mailed by certified mail to the Holder’s Xxxxxx’x address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderXxxxxx, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Xxxxxx nor its affiliates, and the respective officers, directors, employees, agents and representatives of Xxxxxx, its affiliates and each other person, if any, controlling Xxxxxx or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Xxxxxx will act under this engagement letter as an independent contractor with duties to the Company. If you are in agreement with the foregoing, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTplease sign and return to us one copy of this engagement letter. This engagement letter may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Very truly yours, XXXXXX XXXXX SECURITIES, INC. By: /s/ Xxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx., CEO By s/ Xxxxx X. Xxx Xxxxx X. Xxx, President/CEO

Governing Law; Venue. This Warrant THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF WHICH MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA LOCATED IN THE COUNTY OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT TO ITS RESPECTIVE ADDRESS SET FORTH IN SECTION 9 shall be deemed effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to have been executed and delivered in New York and both the laying of venue of any action or proceeding arising out of this Warrant and Agreement or the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws courts of the State of New York applicable to agreements wholly performed within or the borders United States of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively America located in the Supreme Court of the State County of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead 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 claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding court has been brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and 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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTan inconvenient forum.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District County of New York, (b) waives any objection which it may have or hereafter New York. Each party hereto hereby irrevocably submits to the venue exclusive jurisdiction of the state and federal courts sitting in the County of New York, New York for the adjudication of any such dispute hereunder or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder 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 suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflict of laws thereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a Party or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the United States District Court for state and federal courts sitting in the Southern District City of New York, Borough of Manhattan (b) waives any objection which it may have or hereafter the “New York Courts”). Each Party hereby irrevocably submits to the venue non-exclusive jurisdiction of the New York Courts for the adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, such New York CountyCourts, or in the United States District Court for the Southern District of such New York in any Courts are improper or inconvenient venue for such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge Party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder 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 proceedingother manner permitted by applicable law. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDEACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws law of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)York. Each of the Holder Aegis and the Company: Company (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts of the State of New York, York located in the City and County of New York County, or in the United States District Court for the Southern District of New York, York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) 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 such courts in any such suit, action or proceeding. Each of the Holder Aegis 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 such courts 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 will 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 Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. a. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)York. Each of Lender and Borrower hereby irrevocably submits and consents to the Holder exclusive jurisdiction and the Company: (a) agrees that venue of any legal suit, action or proceeding arising out proper court of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively competent jurisdiction located in the Supreme Court of the State state of New York, sitting in New York County, or in and of the United States District Court for of the Southern District of New York, (b) waives and any objection which it may have or hereafter to the venue of appellate court from any such suit, action or proceedingthereof, and (c) each of the parties hereto irrevocably consents and unconditionally submits to the jurisdiction of Supreme Court such courts and agrees that all claims in respect of the State of New Yorkany such action, litigation or proceeding may be heard and determined in such New York CountyState court or, or to the fullest extent permitted by Applicable Law, in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder federal court. b. Borrower hereby irrevocably and the Company further unconditionally agrees to accept and acknowledge that service of any all writs, process and all process which may be served summonses in any such suit, action or proceeding brought in the Supreme Court of the State of New YorkYork may be made upon National Energy Services Reunited Corporation located at 000 Xxxx Xxx Xxxx., New York CountyXxxxx 000, or in Xxxxxxx, Xxxxx 00000, Xxxxxx Xxxxxx of America, with copy to Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxx PC, 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the United States District Court for the Southern District of New York “Process Agent”) and Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any all such writs, process and summonses, and agrees that the failure by the Process Agent to give any notice of any such service of process upon to Borrower shall not impair or affect the Company mailed validity of such service or of any judgement based thereon. Such service may be made by certified mail mailing or delivering a copy of such process to Borrower in care of the CompanyProcess Agent at the Process Agent’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 Holder 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 HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTabove address.

Governing Law; Venue. (a) This Warrant shall be deemed to have been executed Agreement, including all exhibits and schedules and all documents or instruments delivered in New York connection herewith, and both all disputes among the parties under this Warrant and the transactions contemplated hereby shall Agreement will be governed as to validity, interpretation, construction, effectby, and construed and enforced in all other respects by accordance with and decided pursuant to, the laws of the State of New York applicable to agreements wholly performed within Delaware (and in accordance with federal law interpreting the borders of such state and Federal Arbitration Act where applicable), without regard to the any jurisdiction's conflicts or choice of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant 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, law provisions. (b) waives any objection which it may have or hereafter to the venue of any such suitEACH OF THE PARTIES CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE, action or proceedingAND ANY APPELLATE COURT HAVING JURISDICTION OVER APPEALS FROM ANY SUCH STATE OR FEDERAL COURT, and WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT, OR OTHERWISE SEEKING INTERPRETATION, ENFORCEMENT OF, OR OTHER RELIEF CONCERNING SUCH PARTY'S RIGHTS UNDER THIS AGREEMENT, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, HIM OR HER, AND CONSENTS THAT ALL SERVICES OF PROCESS UPON IT, HIM OR HER BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO IT AT ITS ADDRESS AS SET FORTH IN SECTION 10.3, AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED WHEN RECEIVED. EACH OF THE PARTIES WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED AS PROVIDED IN THIS SECTION 10.2. (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder 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 Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO PARTIES WAIVES THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH ANY PROCEEDING UPON OR INVOLVING CLAIMS OR CAUSES OF ACTION ARISING UNDER OR RELATING TO THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY AGREEMENT, OR OTHERWISE SEEKING INTERPRETATION, ENFORCEMENT OF, OR OTHER RELIEF CONCERNING SUCH PARTY'S RIGHTS UNDER THIS WARRANTAGREEMENT.