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

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each party hereto 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 court or, to the extent permitted by Xxx, in such Federal court. Each party hereto agrees that a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 of the Note.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable principles of conflicts of law. EACH PARTY HERETO ACKNOWLEDGES AND BE USED TO CONSTRUE AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. DIFFICULT ISSUES, AND THEREFORE EACH OF THE COMPANY AND EACH PURCHASER SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (bA) Each party NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Except as set forth in Section 4.3 and Section 6.6(d), if the parties hereto irrevocably and unconditionally submits, for itself and its property, are unable to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and resolve any relevant appellate court, in any action or proceeding dispute arising out of under or relating to this Agreement during the thirty (30) calendar day period commencing upon the delivery of a notice of such dispute to any of the parties hereto, then any such party may submit the dispute to arbitration to be settled by binding arbitration in New York, New York or San Francisco, California in accordance with the NotesJAMS Comprehensive Arbitration Rules and Procedures then in effect. Arbitration will be conducted by one arbitrator, or for recognition or enforcement mutually selected by the parties; provided, however, that if the parties fail to mutually select an arbitrator within fifteen (15) days after such dispute is submitted to arbitration, then the arbitrator shall be selected by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The parties agree to use commercially reasonable efforts to cause the arbitration hearing to be conducted within seventy-five (75) days after the appointment of any judgmentthe arbitrator, and each party hereto irrevocably and unconditionally agrees that all claims in respect to use commercially reasonable efforts to cause the decision of any such action or proceeding may the arbitrator to be heard and determined in such New York State court or, furnished within fifteen (15) days after the conclusion of the arbitration hearing. The final decision of the arbitrator shall be furnished to the extent permitted by Xxx, parties in such Federal court. Each party hereto agrees that writing and shall constitute a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 determination of the Noteissue(s) in question, binding upon the parties.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each party hereto 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 court or, to the extent permitted by XxxLaw, in such Federal court. Each party hereto agrees that a final judgment in any such 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 XxxLaw. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 of the Note.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBYThis Agreement shall be governed by and construed under the laws of the State of Maryland without application of conflicts of laws principles. (b) THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT. (c) Each party hereto of the Parties irrevocably and unconditionally submits, for (i) consents to submit itself and its property, to the exclusive personal jurisdiction of the Supreme Circuit Court of for Baltimore City, Maryland, or, if that court does not have jurisdiction, the State of New York sitting in New York County and of the United States U.S. District Court of for the Southern District of New YorkMaryland, Baltimore Division (such Circuit Court and District Court, the “Maryland Courts”) in connection with any relevant appellate court, in any action matter based upon or proceeding arising out of or relating to this Agreement Agreement, the SOR BPT Exchange, the Share Exchange or the Notesother transactions contemplated by this Agreement, or for recognition or the actions of the Parties in the negotiation, administration, performance, and enforcement of any judgmentthis Agreement, and each party hereto irrevocably and unconditionally (ii) agrees that all claims it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any court, (iii) agrees that it will not bring any action relating to this Agreement, the SOR BPT Exchange, the Share Exchange or the other transactions contemplated by this Agreement in respect any court other than the Maryland Courts, (iv) agrees to request and/or consent to the assignment of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by Xxx, Maryland Court’s Business and Technology Case Management Program and (v) consents to service being made through the notice procedures set forth in such Federal courtSection 8.8. Each party hereto of the Parties agrees that a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts service of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waivesprocess, summons, notice, or document by U.S. registered mail to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying respective addresses as specified in Section 8.8 will be effective service of venue of process for any suit, action action, or proceeding based upon, arising out of or relating to this Agreement Agreement, the SOR BPT Exchange, the Share Exchange or the Notes other transactions contemplated by this Agreement. Each Party irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceeding based upon, relating to or arising out of this Agreement, 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 8.1, that it or its property is exempt or immune from jurisdiction of any such court referred 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 to the preceding paragraph. Each party hereto fullest extent permitted by applicable laws, that the suit, action, or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action, or proceeding is improper, or that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by Lawapplicable laws, the benefit of any defense that would hinder, xxxxxx, or delay the levy, execution, or collection of an inconvenient forum any amount to which the Party is entitled pursuant to the maintenance final judgment of any such suit, action or proceeding in any such court. (d) court having jurisdiction. Each party hereto irrevocably consents Party expressly acknowledges that the foregoing waiver is intended to service of process in be irrevocable under the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 law of the Note.State of Maryland and of the U.S.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (ai) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (determined without regard to the choice of law provisions thereof). (ii) EACH OF THE COMPANY AND EACH PURCHASER PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (biii) Each party hereto irrevocably and unconditionally submitsagrees that, for itself and its property, subject to the exclusive jurisdiction Company’s rights under Section 5(h), all disputes that cannot be amicably resolved within 30 days of written notice of such dispute shall be resolved pursuant to the Employment Dispute Resolution Rules of the American Arbitration Association (AAA) in New York, New York, then in effect, before a single arbitrator of the American Arbitration Association (AAA) or of the Judicial Arbitration and Mediation Service (JAMS) in New York, New York, with each party to bear its own costs and fees, including, without limitation, legal fees. In no event shall exemplary, consequential or punitive damages be available to either party. Both parties consent to entry of judgment of any such arbitration in the New York State Supreme Court of the State of New York sitting or in New York County and of the United States District Court of having jurisdiction over the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each party hereto 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 court or, to the extent permitted by Xxx, in such Federal court. Each party hereto agrees that a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdictionparties. (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 of the Note.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each party hereto 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 court or, to the extent permitted by XxxLaw, in such Federal court. Each party hereto agrees that a final judgment in any such 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 XxxLaw. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 18 of the Note.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK DELAWARE WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and agrees that any relevant appellate court, in any legal action or proceeding arising out of or relating with respect to this Agreement or and the Notesrights and obligations arising hereunder, or for recognition or and enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims judgment in respect of any such action this Agreement and the rights and obligations arising hereunder brought by the other party hereto or proceeding may its successors or assigns, shall be heard brought and determined exclusively in such New York the Delaware Court of Chancery and any state appellate court therefrom within the State court of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the extent permitted by Xxx, in such Federal court. Each party hereto agrees that a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts State of any jurisdictionDelaware). (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.57.6. Nothing in this Agreement or the Notes Note will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 18 of the Note.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH THE PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. (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 irrevocably or its successors or assigns, shall be brought and unconditionally submits, for itself and its property, to determined exclusively in the exclusive jurisdiction federal courts of the Supreme Court United States of America located in the City of New York or the courts of the State of New York sitting York, in New York County and of each case located in the United States District Court of the Southern District City of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each party hereto 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 court or, to the extent permitted by Xxx, in such Federal court. Each party hereto agrees that a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdiction.​ (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.57.6. Nothing in this Agreement or the Notes Note will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 of the Note.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (a) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each party hereto 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 court or, to the extent permitted by Xxx, in such Federal court. Each party hereto agrees that a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 18 of the Note.

Governing Law; Waiver of Jury Trial; Dispute Resolution. (ai) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (determined without regard to the choice of law provisions thereof). (ii) EACH OF THE COMPANY AND EACH PURCHASER PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (biii) Each party hereto irrevocably Party agrees that, subject to the Company’s rights under Section 5 all disputes that cannot be amicably resolved within thirty (30) days of written notice of such dispute shall be resolved pursuant to the Employment Dispute Resolution Rules of the American Arbitration Association (AAA) in New York, New York, then in effect, before a single arbitrator of the American Arbitration Association (AAA) or of the Judicial Arbitration and unconditionally submitsMediation Service (JAMS) in New York, for itself New York, with the Company to bear Executive’s (provided that Executive is successful on at least one material issue raised in such contest, dispute or enforcement proceeding) and its propertyown costs and legal fees, including, without limitation, legal fees. In no event shall exemplary, consequential or punitive damages be available to either Party. Both Parties consent to entry of judgment of any such arbitration in the exclusive jurisdiction of the New York State Supreme Court of the State of New York sitting or in New York County and of the United States District Court of having jurisdiction over the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each party hereto 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 court or, to the extent permitted by Xxx, in such Federal court. Each party hereto agrees that a final judgment in any such 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 Xxx. Nothing in the Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against the Company or its properties in the courts of any jurisdictionParties. (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any court referred to in the preceding paragraph. Each party hereto irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement or the Notes will affect the right of any party hereto to serve process in any other manner permitted by Law. (e) Each party hereto irrevocably consents and unconditionally agrees to the dispute resolution provisions set forth in Section 17 of the Note.