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

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Company, any Guarantors and the Trustee, by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the securities or the transactions contemplated hereby or thereby. (c) The Company irrevocably consents and submits, for itself and in respect of any of its assets or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the securities, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTUREThis Indenture, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each including any Subsidiary Guarantees, and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. The Company, any Guarantors the Subsidiary Guarantors, the Trustee and the TrusteeNotes Collateral Agent, and each Holder of a Note by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have rights to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the securities Notes, any Subsidiary Guarantee, the Security Documents, the Intercreditor Agreements or the transactions any transaction contemplated thereby. The parties hereby or thereby. (c) The Company irrevocably consents and submits, for itself and in respect of any of its assets or property, submit to the non-exclusive jurisdiction of any U.S. federal or state court of the State of New York or any United States federal court sitting, in each case, located in the Borough of Manhattan, Manhattan in the City of New York, New York, United States of America, and any appellate court from any thereof York in any suit, action or proceeding that may be brought in connection with arising out of or relating to this Indenture Indenture, the Notes, the Subsidiary Guarantees or the securities, and waives any immunity from the jurisdiction of such courtstransactions contemplated hereby. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding and each Subsidiary Guarantor agrees that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon may be enforced in other jurisdictions by suit on the Companyjudgment or in any other manner provided by law. Nothing in this Indenture or the Notes shall affect any right that the Trustee, the Notes Collateral Agent or any Holder may otherwise have to bring any suit, action or proceeding relating to this Indenture, the Notes, the Subsidiary Guarantees or the transactions contemplated hereby against the Company or any Subsidiary Guarantor or its properties in the courts of any jurisdiction and waivesthey each hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection the defense of an inconvenient forum to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis maintenance of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal proceeding in any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgmentcourt.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW This Indenture, the Notes and the Note Guarantees will be governed by and construed in accordance with the laws of the State of New York. EACH OF THE STATE PARTIES HERETO, AND EACH OF NEW YORK WILL GOVERN THE HOLDERS, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND BE USED ALL RIGHT TO CONSTRUE TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES AND NOTES, THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF OR THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Company, any Guarantors and the Trustee, by its acceptance thereof, hereby irrevocably waives, to TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Issuers and Guarantors hereby irrevocably submits to the jurisdiction of any and all right it may have to trial by jury Federal or State court located in the Borough of Manhattan in The City of New York, New York in any legal suit, action or proceeding directly based on or indirectly arising out of or relating to this Indenture, the securities Indenture or the transactions contemplated hereby or thereby. (c) The Company any Securities and irrevocably consents and submits, for itself and agrees that all claims in respect of such suit or proceeding may be determined in any of its assets or property, to the non-exclusive jurisdiction of any court such court. Each of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, Issuers and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the securities, and waives any immunity from the jurisdiction of such courts. The Company Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to Each of the fullest extent that it lawfully may do so, Issuers and Guarantors agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon each of the CompanyIssuers and Guarantors, and waives, may be enforced in any courts to the fullest extent jurisdiction of which such Issuer or Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon such Issuer or Guarantor as permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Company, This Agreement and any Guarantors and the Trustee, by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly dispute or indirectly controversy arising out of or relating to this IndentureAgreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the securities conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or thereby. (c) The Company irrevocably consents and submits, for itself and in respect of by any of its assets or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding Specified Court. Each party agrees that may be brought in connection with this Indenture or the securities, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that a final judgment in any such suit, action or proceeding brought in such a court Action shall be conclusive and binding upon may be enforced in other jurisdictions by suit on the Company, and waives, judgment or in any other manner provided by Law. Each party irrevocably consents to the fullest extent service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(f) (and in the case of Holder, the address set forth on such Holder’s signature page). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) any right to appeal any such judgmentCERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, to seek any stay or otherwise to seek reconsideration or review of any such judgment or EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) any stay of execution or levy pending an appeal fromACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, or a suitAMONG OTHER THINGS, action or proceeding for reconsideration of, any such judgmentTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(d).

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTUREThis Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) as applied to contracts made and performed within the State of New York. Each of the Company, any Guarantors and the Trustee, by its acceptance thereof, parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal action or proceeding directly or indirectly arising out of or relating to this Indenture, the securities Notes, the Note Guarantees or the transactions contemplated hereby hereby. The Issuer and the Guarantors agree that any suit, action or thereby. (c) The Company irrevocably consents and submits, for itself and in respect of any of its assets or property, to proceeding against the non-exclusive jurisdiction of any court of the State of New York Issuer or any United States federal Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Guarantee or the Notes may be instituted in any state or Federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, and any appellate court from any thereof thereof, and each of them irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding that may be brought in connection with this Indenture or the securities, and waives any immunity from the jurisdiction of such courtsproceeding. The Company Issuer and the Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any such suit, action action, or proceeding that may be brought in connection with this Indenture, the Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to Issuer and the fullest extent that it lawfully may do so, Guarantors agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the CompanyIssuer or the Guarantors, as the case may be, and waives, may be enforced in any court to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on which the basis of such suitIssuer or the Guarantors, action or proceeding; providedas the case may be, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute are subject by a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any suit upon such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Company, any Guarantors and the Trustee, and each Holder of a Note, by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable lawApplicable Law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, the securities or the transactions contemplated hereby or thereby. (c) The Each of the Company and each Guarantor, if any, irrevocably consents and submits, for itself and in respect of any of its assets or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the securities, and waives any immunity from the jurisdiction of such courts. The Each of the Company and each Guarantor, if any, irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Each of the Company and each Guarantor, if any, agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the CompanyCompany and any Guarantor, if any, as applicable, and each of the Company and any Guarantor, if any, waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s and the applicable Guarantor’s, as applicable, jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that neither the Company does not nor any Guarantor waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTUREThis Investor Rights Agreement shall be governed by, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each and construed in accordance with, the laws of the CompanyState of Nevada applicable to contracts executed in and to be performed entirely in that state, without regard to any Guarantors and the TrusteeLaws that might otherwise govern under applicable principles of conflicts or choice of law or otherwise; provided, by its acceptance thereofhowever, hereby irrevocably waivesthat, (i) to the fullest extent permitted by any provisions of this Investor Rights Agreement relate to the exercise of a director’s or officer’s fiduciary duties and/or similar statutory duties or obligations, in each case, of WIL, or (ii) statutory provisions or other Laws of Bermuda are mandatorily applicable lawto provisions of this Investor Rights Agreement, such provisions shall be governed by, and construed in accordance with, the laws of Bermuda. Any Action based upon, arising out of or related to this Investor Rights Agreement or the transactions contemplated hereby may be brought in Nevada state court (or, only if the Nevada state courts decline to accept jurisdiction over a particular matter, then in the Federal court of the United States of America sitting in Xxxxx County, Nevada) and any appellate court from any of such courts (except to the extent, and all right solely to the extent, that any such Action mandatorily must be brought in Bermuda), and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to trial by jury personal jurisdiction, venue or to convenience of forum in each such court, agrees that all claims in respect of any such Action shall be heard and determined only in any legal proceeding directly or indirectly such court, and agrees not to bring any Action arising out of or relating to this Indenture, the securities Investor Rights Agreement or the transactions contemplated hereby or thereby. (c) The Company irrevocably consents and submits, for itself and in respect any other court. Nothing herein contained shall be deemed to affect the right of any of its assets Party to serve process in any manner permitted by Law or property, to the non-exclusive jurisdiction of commence legal proceedings or otherwise proceed against any court of the State of New York or other Party in any United States federal court sittingother jurisdiction, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the securities, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of enforce judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of Action brought pursuant to this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgmentSection 4.7. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK WILL GOVERN YORK, APPLICABLE TO CONTRACTS MADE AND BE USED PERFORMED IN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO CONSTRUE THIS INDENTURETHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAWOR THIS AGREEMENT. (b) Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Company, any Guarantors United States Federal courts located in the Borough of Manhattan and the Trusteecourts of the State of New York located in the Borough of Manhattan with respect to any legal suit, action or proceeding based on or arising out of this Agreement or the Notes. The Issuer agrees that any judgment relating to this Agreement or the Notes obtained in the foregoing courts may be enforced or executed in any such other court of competent jurisdiction and irrevocably waives to the extent permitted by applicable law, 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 any claim (i) 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 16, (ii) that it or its acceptance thereofproperty is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, hereby irrevocably waivesattachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, law that (1) the securities or the transactions contemplated hereby or thereby. (c) The Company irrevocably consents and submits, for itself and in respect of any of its assets or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be in such court is brought in connection with this Indenture or an inconvenient forum, (2) the securities, and waives any immunity from the jurisdiction venue of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of is improper and/or (3) this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal fromAgreement, or a suitthe subject matter hereof, action may not be enforced in or proceeding for reconsideration of, any by such judgmentcourts.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each This Agreement shall be governed by and construed in accordance with the laws of the CompanyState of New York. The Company (on its behalf and, any Guarantors to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Trustee, by its acceptance thereof, Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this IndentureAgreement or the transactions contemplated hereby. The Company agrees that any suit, action or proceeding against the securities Company arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in any Federal or thereby. (c) The Company irrevocably consents and submits, for itself and state courts located in respect of any of its assets or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of AmericaU.S.A. (the “New York Courts”), and waives any appellate court from objection which it may now or hereafter have to the laying of venue of any thereof such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company irrevocably waives the right to demand the plaintiff to post a bond or guarantee in any proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby or in any action or proceeding to enforce or execute any judgment against the Company. The Company has appointed Cogency Global Inc., 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be brought necessary to continue such appointment in connection with this Indenture or full force and effect as aforesaid. Service of process upon the securities, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court Authorized Agent shall be conclusive and binding deemed, in every respect, effective service of process upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each This Agreement shall be governed by and construed in accordance with the laws of the CompanyState of New York. The Company (on its behalf and, any Guarantors to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Trustee, by its acceptance thereof, Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, Agreement or the securities Underwriter’s Warrant or the transactions contemplated hereby or thereby. (c) . The Company irrevocably consents and submitsagrees that any suit, for itself and action or proceeding against the Company arising out of or based upon this Agreement or the Underwriter’s Warrant or the transactions contemplated hereby or thereby may be instituted in respect of any of its assets Federal or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting, state courts located in each case, in the Borough of Manhattan, the City of New York, New York, United States of AmericaU.S.A. (the “New York Courts”), and waives any appellate court from objection which it may now or hereafter have to the laying of venue of any thereof such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed MOKO Mobi Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the Underwriter’s Warrant or the transactions contemplated herein or therein. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be brought necessary to continue such appointment in connection with this Indenture or full force and effect as aforesaid. Service of process upon the securities, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court Authorized Agent shall be conclusive and binding deemed, in every respect, effective service of process upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each This Agreement shall be governed by and construed in accordance with the laws of the CompanyState of New York. The Company (on its behalf and, any Guarantors to the extent permitted by applicable law, on behalf of its stockholders and the Trustee, by its acceptance thereof, affiliates) and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Indenture, Agreement or the securities Underwriter’s Warrant or the transactions contemplated hereby or thereby. (c) . The Company irrevocably consents and submitsagrees that any suit, for itself and action or proceeding against the Company arising out of or based upon this Agreement or the Underwriter’s Warrant or the transactions contemplated hereby or thereby may be instituted in respect of any of its assets Federal or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting, state courts located in each case, in the Borough of Manhattan, the City of New York, New York, United States of AmericaU.S.A. (the “New York Courts”), and waives any appellate court from objection which it may now or hereafter have to the laying of venue of any thereof such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed MOKO Mobi Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the Underwriter’s Warrant or the transactions contemplated herein or therein. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be brought necessary to continue such appointment in connection with this Indenture or full force and effect as aforesaid. Service of process upon the securities, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court Authorized Agent shall be conclusive and binding deemed, in every respect, effective service of process upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THE LAW This Indenture, the Notes and the Notes Guarantees will be governed by and construed in accordance with the laws of the State of New York. EACH OF THE STATE PARTIES HERETO, AND EACH OF NEW YORK WILL GOVERN THE HOLDERS, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND BE USED ALL RIGHT TO CONSTRUE TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTES AND GUARANTEES OR THE NOTE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Company, any Guarantors and the Trustee, by its acceptance thereof, hereby irrevocably waives, to TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Issuers and Guarantors hereby irrevocably submits to the jurisdiction of any and all right it may have to trial by jury federal or state court located in the Borough of Manhattan in The City of New York, New York in any legal suit, action or proceeding directly based on or indirectly arising out of or relating to this Indenture, the Indenture or any securities or the transactions contemplated hereby or thereby. (c) The Company and irrevocably consents and submits, for itself and agrees that all claims in respect of such suit or proceeding may be determined in any of its assets or property, to the non-exclusive jurisdiction of any court such court. Each of the State of New York or any United States federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States of America, Issuers and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the securities, and waives any immunity from the jurisdiction of such courts. The Company Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to Each of the fullest extent that it lawfully may do so, Issuers and Guarantors agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon each of the CompanyIssuers and Guarantors, and waives, may be enforced in any courts to the fullest extent jurisdiction of which such Issuer or Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon such Issuer or Guarantor as permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.