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

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of the state of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction of the State of Delaware and the Federal District Court for the District of Delaware in any Proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the Proceeding shall be heard and determined in any such court. Each Party also agrees not to bring any Proceeding arising out of or relating to this Agreement in any other court. Nothing in this Section 9.9, however, shall affect the right of any Party to serve legal process in any other manner permitted by law or at equity. Each Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of This Agreement shall be governed by and construed in accordance with the state of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction laws of the State of Delaware New York. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Federal District Court for Underwriters hereby irrevocably waives, to the District of Delaware fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding legal proceeding arising out of or relating to this Agreement and or the transactions contemplated hereby. The Company agrees that all claims in respect of any suit, action or proceeding against the Proceeding shall be heard and determined in any such court. Each Party also agrees not to bring any Proceeding Company arising out of or relating to based upon this Agreement or the transactions contemplated hereby shall be instituted in any other courtFederal or state courts located in the City of New York, New York, U.S.A. (the “New York Courts”), and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. Nothing in this Section 9.9, however, shall affect The Company irrevocably waives the right of any Party to serve legal process demand the plaintiff to post a bond or guarantee in any other manner permitted by law proceeding against the Company arising out of or at equity. Each Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on based upon this Agreement or the judgment transactions contemplated hereby or in any other manner provided by law action or at equityproceeding 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 necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of This Agreement shall be governed by and construed in accordance with the state of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction laws of the State of Delaware New York. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each Underwriter hereby irrevocably waives, to the Federal District Court for the District of Delaware fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding legal proceeding arising out of or relating to this Agreement and or the Underwriter’s Warrant or the transactions contemplated hereby or thereby. The Company agrees that all claims in respect of any suit, action or proceeding against the Proceeding shall be heard and determined in any such court. Each Party also agrees not to bring any Proceeding Company arising out of or relating to based upon this Agreement or the Underwriter’s Warrant or the transactions contemplated hereby or thereby may be instituted in any other court. Nothing Federal or state courts located in this Section 9.9the City of New York, howeverNew York, shall affect U.S.A. (the right “New York Courts”), and waives any objection which it may now or hereafter have to the laying of venue of any Party such proceeding, and irrevocably submits to serve legal process the non-exclusive jurisdiction of such courts in any other manner permitted by law suit, action or at equityproceeding. Each Party agrees that a final judgment The Company has appointed MOKO Mobi Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any Proceeding so brought 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 necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be conclusive and may be enforced by suit on deemed, in every respect, effective service of process upon the judgment or in any other manner provided by law or at equityCompany.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of the state of Delaware shall govern (ia) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims)THIS AGREEMENT SHALL BE GOVERNED BY, and (ii) any questions concerning the constructionAND CONSTRUED IN ACCORDANCE WITH, interpretationTHE LAWS OF THE STATE OF NEW YORK, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of DelawareAPPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK. EACH PARTY OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THIS AGREEMENT HEREBY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR LEGAL PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OF OR INCIDENTAL RELATING TO THE NOTES OR THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. . (b) Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Parties submits United States Federal courts located in the Borough of Manhattan and the courts 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 State above-named courts for any reason other than the failure to serve process in accordance with this Section 16, (ii) that it or its property is exempt or immune from jurisdiction of Delaware and the Federal District Court for the District of Delaware in any Proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the Proceeding shall be heard and determined in any such court. Each Party also agrees not to bring court or from any Proceeding arising out of or relating to this Agreement in any other court. Nothing in this Section 9.9, however, shall affect the right of any Party to serve legal process commenced in any other manner 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 applicable law that (1) the suit, action or at equity. Each Party agrees that a final judgment proceeding in any Proceeding so such court is brought shall be conclusive and in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and/or (3) this Agreement, or the subject matter hereof, may not be enforced in or by suit on the judgment or in any other manner provided by law or at equitysuch courts.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law This Indenture, the Notes and the Note Guarantees will be governed by and construed in accordance with the laws of the state State of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of DelawareNew York. EACH PARTY OF THE PARTIES HERETO, AND EACH OF THE HOLDERS, HEREBY IRREVOCABLY WAIVES, TO THIS AGREEMENT HEREBY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR LEGAL PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OF OR INCIDENTAL RELATING TO THIS AGREEMENTINDENTURE, THE TRANSACTIONS CONTEMPLATED HEREBY AND/NOTES, THE NOTE GUARANTEES OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDERTRANSACTION CONTEMPLATED HEREBY. Each To the fullest extent permitted by applicable law, each of the Parties Issuers and Guarantors hereby irrevocably submits to the jurisdiction of any Federal or State court located in the State Borough of Delaware and the Federal District Court for the District Manhattan in The City of Delaware New York, New York in any Proceeding suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or any Securities and irrevocably agrees that all claims in respect of the Proceeding shall such suit or proceeding may be heard and determined in any such court. Each Party also agrees not of the Issuers and Guarantors irrevocably waives, to bring the fullest extent permitted by law, any Proceeding arising out objection which it may have to the laying of or relating to this Agreement in any other court. Nothing in this Section 9.9, however, shall affect the right venue of any Party to serve legal process such suit, action or proceeding brought in any other manner permitted by law or at equityan inconvenient forum. Each Party of the Issuers and Guarantors agrees that a final judgment in any Proceeding so such suit, action or proceeding brought in such a court shall be conclusive and binding upon each of the Issuers and Guarantors, and may be enforced by suit on the judgment or in any other manner provided courts to the jurisdiction of which such Issuer or Guarantor is subject by law a suit upon such judgment, provided, that service of process is effected upon such Issuer or at equityGuarantor as permitted by law.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law internal laws of the state State of Delaware Delaware, including its statute of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction, shall govern (ia) all claims or matters related Actions based upon, relating to or arising from this Agreement (including any tort tort, statutory or non-contractual claims), ) and (iib) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case case, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state State of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTIONTo the extent permitted under applicable Law, SUIT Each party hereby waives all rights to trial by jury in any action brought to resolve any dispute between or among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to the Transaction Documents, the transactions OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDERthe relationships established among the parties hereunder. Each of the Parties (a) submits to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware and or, to the Federal District Court for extent such court does not have jurisdiction, any state or federal court located in the District State of Delaware (the “Chosen Courts”), in any Proceeding Action seeking injunctive relief and arising out of or relating to this Agreement and agrees that all claims in respect of the Proceeding such Action shall be heard and determined in any such court. Each Party also , (b) agrees that all claims in respect of such Action shall be heard and determined in the Chosen Courts and (c) agrees not to bring any Proceeding such Action arising out of or relating to this Agreement in any court that is not a Chosen Court. Each Party also agrees not to bring any Action seeking injunctive relief arising out of or relating to the Transaction Documents in any other court. Nothing in this Section 9.910.13, however, shall affect the right of any Party to serve legal process in any other manner permitted by law Law or at equity. Each Party agrees that a final judgment in any Proceeding Action so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law Law or at equity.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of the state of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (This Indenture, including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this AgreementSubsidiary Guarantees, and the performance of Notes shall be governed by, and construed in accordance with, the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction laws of the State of Delaware New York. The Company, the Subsidiary Guarantors, the Trustee and the Federal District Court for Notes Collateral Agent, and each Holder of a Note by its acceptance thereof, irrevocably waives, to the District of Delaware fullest extent permitted by applicable law, any and all rights to trial by jury in any Proceeding legal proceeding arising out of or relating to this Agreement and agrees that all claims Indenture, the Notes, any Subsidiary Guarantee, the Security Documents, the Intercreditor Agreements or any transaction contemplated thereby. The parties hereby submit to the non-exclusive jurisdiction of any U.S. federal or state court located in respect the Borough of Manhattan in the Proceeding shall be heard and determined City of New York in any such court. Each Party also agrees not to bring any Proceeding suit, action or proceeding arising out of or relating to this Agreement in any other courtIndenture, the Notes, the Subsidiary Guarantees or the transactions contemplated hereby. Nothing in this Section 9.9, however, shall affect the right of any Party to serve legal process in any other manner permitted by law or at equity. Each Party The Company and each Subsidiary Guarantor agrees that a final judgment in any Proceeding so brought such suit, 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 law. Nothing in this Indenture or at equitythe 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 they each hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law This Agreement shall be construed and interpreted and the rights granted herein governed in accordance with the laws of the state State of Delaware shall govern (i) all claims or matters related New York applicable to or arising from this Agreement (including any tort or non-contractual claims)contracts executed in and to be performed within such State, and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance regardless of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether laws that might otherwise govern under applicable principles of the state conflicts of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delawarelaws. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the The Parties submits hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware New York and the Federal District Court for courts of the District United States of Delaware America located in any Proceeding arising out of or relating to this Agreement and agrees that all claims New York, New York solely in respect of the Proceeding interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereby consent to and grant any such court. Each Party also agrees not to bring court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any Proceeding arising out of such action or relating to this Agreement proceeding in any other court. Nothing the manner provided in this Section 9.9, however, shall affect the right of any Party to serve legal process 6(b) or in any such other manner as may be permitted by law shall be valid and sufficient service thereof. Any process or at equity. Each Party agrees other papers hereunder may be served by registered or certified mail, return receipt requested, or by personal service, provided that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment reasonable time for appearance or in any other manner provided by law or at equityresponse is allowed. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE 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 CERTIFICATES IN THIS SECTION 6(f).

Governing Law; Waiver of Jury Trial; Jurisdiction. The law This Agreement shall be deemed to be made in and in all respects shall be construed and interpreted and the rights granted herein governed in accordance with the laws of the state State of Delaware shall govern (i) all claims or matters related applicable to or arising from this Agreement (including any tort or non-contractual claims)contracts executed in and to be performed within such State, and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance regardless of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether laws that might otherwise govern under applicable principles of the state conflicts of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delawarelaws. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits The parties hereby irrevocably submit exclusively to the jurisdiction of the Court of Chancery of the State of Delaware and the Federal District appropriate appellate courts therefrom (the "Chancery Court"), and in no other court (provided, that in the event the Chancery Court for lacks subject matter jurisdiction over a claim, such claim shall be heard and determined exclusively in another state or federal court sitting in the District state of Delaware in any Proceeding arising out of or relating to this Agreement and agrees that all claims the appropriate appellate courts therefrom) solely in respect of the Proceeding interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such Chancery Court. The parties hereby consent to and grant any such court. Each Party also agrees not to bring court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any Proceeding arising out of such action or relating to this Agreement proceeding in any other court. Nothing the manner provided in this Section 9.9, however, shall affect the right of any Party to serve legal process 11(a) or in any such other manner as may be permitted by law shall be valid and sufficient service thereof. Any process or at equity. Each Party agrees other papers hereunder may be served by registered or certified mail, return receipt requested, or by personal service, provided that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment reasonable time for appearance or in any other manner provided by law or at equityresponse is allowed. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE 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 CERTIFICATES IN THIS SECTION 11(e).

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of the state of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (This Indenture, including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this AgreementSubsidiary Guarantees, and the performance of Notes shall be governed by, and construed in accordance with, the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction laws of the State of Delaware New York. The Company, the Subsidiary Guarantors, the Trustee and the Federal District Court for Notes Collateral Agent, and each Holder of a Note by its acceptance thereof, irrevocably waives, to the District of Delaware fullest extent permitted by applicable law, any and all rights to trial by jury in any Proceeding legal proceeding arising out of or relating to this Agreement and agrees that all claims Indenture, the Notes, any Subsidiary Guarantee, the Security Documents, the Intercreditor Agreements or any transaction contemplated thereby. The parties hereby submit to the exclusive jurisdiction of any U.S. federal or state court located in respect the Borough of Manhattan in the Proceeding shall be heard and determined City of New York in any such court. Each Party also agrees not to bring any Proceeding suit, action or proceeding arising out of or relating to this Agreement in any other courtIndenture, the Notes, the Subsidiary Guarantees or the transactions contemplated hereby. Nothing in this Section 9.9, however, shall affect the right of any Party to serve legal process in any other manner permitted by law or at equity. Each Party The Company and each Subsidiary Guarantor agrees that a final judgment in any Proceeding so brought such suit, 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 law. Nothing in this Indenture or at equitythe 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 they each hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law This Indenture, the Notes and the Notes Guarantees will be governed by and construed in accordance with the laws of the state State of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of DelawareNew York. EACH PARTY OF THE PARTIES HERETO, AND EACH OF THE HOLDERS, HEREBY IRREVOCABLY WAIVES, TO THIS AGREEMENT HEREBY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR LEGAL PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OF OR INCIDENTAL RELATING TO THIS AGREEMENTINDENTURE, THE TRANSACTIONS CONTEMPLATED HEREBY AND/NOTES, THE NOTES GUARANTEES OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDERTRANSACTION CONTEMPLATED HEREBY. Each To the fullest extent permitted by applicable law, each of the Parties Issuers and Guarantors hereby irrevocably submits to the jurisdiction of any federal or state court located in the State Borough of Delaware and the Federal District Court for the District Manhattan in The City of Delaware New York, New York in any Proceeding suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or any securities and irrevocably agrees that all claims in respect of the Proceeding shall such suit or proceeding may be heard and determined in any such court. Each Party also agrees not of the Issuers and Guarantors irrevocably waives, to bring the fullest extent permitted by law, any Proceeding arising out objection which it may have to the laying of or relating to this Agreement in any other court. Nothing in this Section 9.9, however, shall affect the right venue of any Party to serve legal process such suit, action or proceeding brought in any other manner permitted by law or at equityan inconvenient forum. Each Party of the Issuers and Guarantors agrees that a final judgment in any Proceeding so such suit, action or proceeding brought in such a court shall be conclusive and binding upon each of the Issuers and Guarantors, and may be enforced by suit on the judgment or in any other manner provided courts to the jurisdiction of which such Issuer or Guarantor is subject by law a suit upon such judgment, provided, that service of process is effected upon such Issuer or at equityGuarantor as permitted by law.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law This Indenture and the Notes shall be governed by and construed in accordance with the laws of the state State of Delaware shall govern (i) all claims or matters related New York, as applied to or arising from this Agreement (including any tort or non-contractual claims), contracts made and (ii) any questions concerning performed within the construction, interpretation, validity and enforceability State of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDERNew York. Each of the Parties submits parties hereto hereby irrevocably waives, to the jurisdiction of the State of Delaware fullest extent permitted by applicable law, any and the Federal District Court for the District of Delaware all right to trial by jury in any Proceeding action or proceeding arising out of or relating to this Agreement Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby. The Issuer and agrees the Guarantors agree that all claims in respect of any suit, action or proceeding against the Proceeding shall be heard and determined in Issuer or any such court. Each Party also agrees not to bring Guarantor brought by any Proceeding 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 in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, 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 this Agreement 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 other courtsuch suit, action or proceeding has been brought in an inconvenient forum. Nothing in this Section 9.9, however, shall affect The Issuer and the right of any Party to serve legal process in any other manner permitted by law or at equity. Each Party agrees Guarantors agree that a final judgment in any Proceeding so such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced by suit on the judgment or in any other manner provided court to the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by law or at equitya suit upon such judgment.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of the state of Delaware This Investor Rights Agreement shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims)be governed by, and (ii) any questions concerning construed in accordance with, the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction laws of the State of Delaware Nevada applicable to contracts executed in and to be performed entirely in that state, without regard to any Laws that might otherwise govern under applicable principles of conflicts or choice of law or otherwise; provided, however, that, (i) to the extent 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 to 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 District Court for court of the District United States of Delaware America sitting in Xxxxx County, Nevada) and any appellate court from any of such courts (except to the extent, and 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 Proceeding such Action, waives any objection it may now or hereafter have to 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 such court, and agrees not to bring any Action arising out of or relating to this Investor Rights Agreement and agrees that all claims in respect of or the Proceeding shall be heard and determined in any such court. Each Party also agrees not to bring any Proceeding arising out of or relating to this Agreement transactions contemplated hereby in any other court. Nothing in this Section 9.9, however, herein contained shall be deemed to affect the right of any Party to serve legal process in any other manner permitted by law Law or at equity. Each to commence legal proceedings or otherwise proceed against any other Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityjurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 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. The law of This Agreement shall be governed by and construed in accordance with the state of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction laws of the State of Delaware New York. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Federal District Court for Underwriter hereby irrevocably waives, to the District of Delaware fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding legal proceeding arising out of or relating to this Agreement and or the Underwriter’s Warrant or the transactions contemplated hereby or thereby. The Company agrees that all claims in respect of any suit, action or proceeding against the Proceeding shall be heard and determined in any such court. Each Party also agrees not to bring any Proceeding Company arising out of or relating to based upon this Agreement or the Underwriter’s Warrant or the transactions contemplated hereby or thereby may be instituted in any other court. Nothing Federal or state courts located in this Section 9.9the City of New York, howeverNew York, shall affect U.S.A. (the right “New York Courts”), and waives any objection which it may now or hereafter have to the laying of venue of any Party such proceeding, and irrevocably submits to serve legal process the non-exclusive jurisdiction of such courts in any other manner permitted by law suit, action or at equityproceeding. Each Party agrees that a final judgment The Company has appointed MOKO Mobi Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any Proceeding so brought 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 necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be conclusive and may be enforced by suit on deemed, in every respect, effective service of process upon the judgment or in any other manner provided by law or at equityCompany.

Governing Law; Waiver of Jury Trial; Jurisdiction. The law of the state of Delaware shall govern (i) all claims This Agreement and any dispute or matters related to or arising from this Agreement (including any tort or non-contractual claims), and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Each of the Parties submits to the jurisdiction of the State of Delaware and the Federal District Court for the District of Delaware in any Proceeding controversy arising out of or relating to this Agreement shall be governed by and agrees that all claims construed in respect accordance with the laws of the Proceeding shall be heard and determined in any such courtState of New York, without regard to the conflict of law principles thereof. Each Party also agrees not to bring any Proceeding All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any other courtstate or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Nothing in this Section 9.9, however, shall affect Each party hereto hereby (i) submits to the right exclusive jurisdiction of any Party Specified Court for the purpose of any Action arising out of or relating to serve legal process 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 other manner permitted 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 by law or at equityany Specified Court. Each Party party agrees that a final judgment in any Proceeding so brought Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law Law. Each party irrevocably consents to the 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 equitythe 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, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(d).