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

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the laws internal Laws of the State of DelawareFlorida, without consideration regard to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTthereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Agreement or the parties transactions contemplated by this Agreement (whether brought against a Party hereto expressly or his or its respective Affiliates, directors, officers, securityholders, members, employees or agents) shall be commenced exclusively in the state or federal courts sitting in the Miami-Dade County, Florida. Each Party hereto hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State of New York Miami-Dade County, Florida for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to the interpretation or enforcement of this Agreement. Each of the parties hereto ), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper any such court or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction Proceeding is required to enforce the rights of the Company under this Agreementimproper. The parties Each Party hereto hereby consent to irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtTO THE FULLEST EXTENT PERMITTED BY LAW, including all injunctions and other decreesTHE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, may be filedINCLUDING, and will be binding and enforceableWITHOUT LIMITATION, in all jurisdictionsCONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Except as otherwise provided in Section 7IN THE EVENT OF LITIGATION, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Governing Law; Waiver of Jury Trial. This Agreement The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by and construed under by, the laws of the State of Delaware, New York without consideration reference to the principles of its choice of law provisionsthereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or relating in any way to the Deposit Agreement, American Depositary Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary Share or an interest therein each irrevocably 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 such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall not be amended, modified survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or discharged in whole or in part except by an agreement in writing signed by both of the parties heretointerests therein. EACH OF THE PARTIES HERETO HEREBY TO THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATED TO THIS RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE). Each (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction Depositary with full power of the state and federal courts located substitution in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreementpremises. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, but nothing in this Section 19 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within such State, without consideration regard to the conflict of its choice of law provisions, and shall not be amended, modified or discharged laws principles thereof which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws of any other jurisdiction. Each of the parties hereto expressly Parties hereby irrevocably and unconditionally submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the purposes District of Delaware, and any and all suitsappellate court therefrom, actions in any action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto Parties hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 11(d). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 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 HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by and construed under by, the laws of the State of DelawareNew York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, without consideration any ADR or any present or future provisions of its choice the laws of law provisionsthe State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall not be amended, modified survive such Holders’ and Beneficial Owners’ ownership of ADSs or discharged in whole or in part except by an agreement in writing signed by both of the parties heretointerests therein. EACH OF THE PARTIES HERETO HEREBY TO THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATED TO THIS RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE). Each (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction Depositary with full power of the state and federal courts located substitution in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreementpremises. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.Dated: Name: By: Title:

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof that would result in the application of any law other than the laws of the State of Delaware. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington, Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall not constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be amended, modified or discharged deemed to limit in whole or any way any right to serve process in part except any manner permitted by an agreement in writing signed by both of the parties heretolaw. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed under the internal laws of the State of Delaware, without consideration of its giving effect to any choice of law provisions, and shall not be amended, modified or discharged in whole conflict of law provision or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware or any other jurisdictions) that would cause the application of the parties hereto expressly laws of any jurisdictions other than the State of Delaware. The Company and each Holder hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware, for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on or relating to this Agreement. Each under any of the parties hereto other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtssuch court, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the such suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementimproper. The parties hereto Each party hereby consent to irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mail mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law law. Nothing contained herein shall be deemed or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and operate to preclude any Holder from bringing suit or taking other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder or to enforce a judgment or other proceeding is brought for the enforcement court ruling in favor of this Agreementsuch Xxxxxx. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, or because of an alleged disputeAND AGREES NOT TO REQUEST, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. This Agreement The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by and construed under by, the laws of the State of Delaware, New York without consideration reference to the principles of its choice of law provisionsthereof. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities). Holders and Beneficial Owners understand, and by holding an American Depositary Share or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company or the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the Company or the Depositary (including, but not limited to, any underwriters retained by the Company), arising out of or relating in any way to the Deposit Agreement, the American Depositary Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an American Depositary Share or an interest therein each irrevocably 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 such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall not be amended, modified survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or discharged in whole or in part except by an agreement in writing signed by both of the parties heretointerests therein. EACH OF THE PARTIES HERETO HEREBY TO THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF OF, OR RELATED TO THIS RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE). Each (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction Depositary with full power of the state and federal courts located substitution in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreementpremises. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.Dated: Name: ________________________________ By: Title:

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 12 or in such other manner as may be permitted by applicable law, but nothing in this Section 14 will affect the right of any party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.

Governing Law; Waiver of Jury Trial. This Proxy and Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Nevada without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Nevada or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Nevada. Each of the parties hereto expressly submits and (i) hereby irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Proxy and Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9 or in such other manner as may be permitted by applicable law, but nothing in this Section 13 will affect the right of any party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Proxy and Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Proxy and Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Proxy and Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS PROXY AND AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PROXY AND AGREEMENT, and will be binding and enforceableAND THE IRREOVABLE PROXY UNDER, in all jurisdictionsAND THE TRANSACTIONS CONTEMPLATED BY, THIS PROXY AND AGREEMENT. Except as otherwise provided in Section 7EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, if any legal action or other proceeding is brought for the enforcement of this AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, or because of an alleged disputeEXPRESSLY OR OTHERWISE, breachTHAT SUCH OTHER PARTY WOULD NOT, default or misrepresentation in connection with any provisions of this AgreementIN THE EVENT OF LITIGATION, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO GRANT OR ENTER INTO THIS PROXY AND AGREEMENT BY, court costs and reasonable expenses incurred in that action or proceedingAMONG OTHER THINGS, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY (a) THIS AGREEMENT AND ALL RIGHT TO TRIAL BY JURY CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN ANY LEGAL PROCEEDING CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. Each of the The parties hereto expressly submits and consents in advance hereby irrevocably submit to the sole and exclusive personal jurisdiction of the state and federal courts located in of the State of New York and the United States District Court for the purposes Southern District of any New York (the “Chosen Courts”) solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, or the negotiation, execution or performance hereof, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to thereto or that such action, suit or proceeding may not be brought or is not maintainable in the jurisdiction of the above-named courts, that its property is exempt Chosen Courts or immune from attachment or execution, that the suit, action or proceeding is brought in Chosen Courts are an inconvenient forum, forum or that the venue of the suitthereof may not be appropriate, action or proceeding is improper or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtChosen Courts, and the parties hereto irrevocably agree that all claims, actions, suits and proceedings or other causes of action (whether at law, in each casecontract, unless another jurisdiction is required in tort or otherwise) that may be based upon, arising out of or relating to enforce the rights this Agreement or any of the Company under this Agreement. The parties hereto hereby consent to service of process transactions contemplated by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because the negotiation, execution or performance hereof shall be heard and determined exclusively in the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of an alleged disputesuch parties and, breachto the extent permitted by law, default over the subject matter of such dispute and agree that mailing of process or misrepresentation other papers in connection with any provisions of this Agreementsuch action, suit or proceeding to the successful or prevailing party or parties address set forth in Paragraph 14 shall be entitled to recover reasonable attorney’s feesvalid, court costs effective and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledsufficient service thereof.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of the parties hereto any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementa Transaction Document, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable attorney’s fees, court reimbursed by the other party for its attorneys fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by construed, interpreted and construed enforced under and pursuant to the laws of the State of DelawareNew York, without consideration regard to principles of its choice conflict of law provisionslaws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the United States Bankruptcy Court for the Southern District of Texas, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance hereby irrevocably submit to the sole and exclusive jurisdiction of such court in any such action or proceeding and irrevocably waive the state and federal courts located in defense of an inconvenient forum to the State of New York for the purposes maintenance of any and all suitssuch action or proceeding; provided, actions however, that, if the Bankruptcy Case is closed, any action, claim, suit or other proceedings or other disputes proceeding arising out of, based on upon, or relating to this AgreementAgreement or the transactions contemplated herby shall be heard and determined exclusively in any state or federal court located in New York County, New York. Each of the parties hereto hereby waivesparty agrees that a final, and agrees not to assert, by way of motion, as a defense, or otherwise, non-appealable judgment in any such suit, action or proceeding brought shall be conclusive and may be enforced in such courtsother jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably waives any objection, including any claim that it is not subject personally objection to the jurisdiction laying of venue or based on the above-named courtsgrounds of forum non conveniens, that its property is exempt which it may now or immune from attachment or execution, that hereafter have to the suit, bringing of any action or proceeding is brought in an inconvenient forum, that the venue such jurisdiction in respect of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreementdocument related hereto. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 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 HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under and enforced in accordance with the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance reference to the sole and exclusive conflict of laws principles thereof. The parties hereby irrevocably submit to the personal jurisdiction of the state and federal courts of the State of Delaware located in the State County of New York for Castle and the purposes Federal courts of any the United States of America located in the County of New Castle solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to the jurisdiction of the above-named courtsthereto or that such action, that its property is exempt or immune from attachment or execution, that the suit, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum, said courts or that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtcourts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in each case, unless another jurisdiction is required to enforce such a Delaware State or Federal court located in the rights County of the Company under this AgreementNew Castle. The parties hereto hereby consent to service and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation papers in connection with any provisions of such action or proceeding in the manner provided in this Agreement, the successful Agreement or prevailing party or parties in such other manner as may be permitted by law shall be entitled valid and sufficient service thereof. Each of the parties irrevocably and unconditionally waives, to recover reasonable attorney’s feesthe fullest extent permitted by applicable law, court costs any and reasonable expenses incurred all rights to trial by jury in that action connection with any litigation arising out of or proceeding, in addition relating to any other relief to which such party this Agreement or parties may be entitledthe transactions contemplated hereby.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both regardless of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York United States District Court for the purposes District of Delaware in any and all suits, actions action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto hereby waives, and also agrees not to assert, by way of motion, as a defense, or otherwise, in bring any such suit, action or proceeding brought arising out of or relating to this Agreement in such courts, any claim that it is not subject personally other court. Each of the parties hereto waives any defense of inconvenient forum to the jurisdiction maintenance of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, any action or proceeding is so brought in an inconvenient forumand waives any bond, surety, or other security that the venue might be required of any other party with respect thereto. Any party hereto may make service on any other party by sending or delivering a copy of the suitprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 10(c) above. Nothing in this Section 10(g), action or proceeding is improper or that this Agreement or however, shall affect the subject matter hereof may not be enforced right of any party to serve legal process in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreementat equity. The parties acknowledge Each party hereto agrees that all directions issued by the forum court, including all injunctions a final judgment in any action or proceeding so brought shall be conclusive and other decrees, may be filed, and will be binding and enforceable, enforced by suit on the judgment or in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party manner provided by law or parties may be entitledat equity. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, HIS OR HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of DelawareNew York, without consideration of its giving effect to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both principles thereof to the extent that the application of the parties heretoLaws of another jurisdiction would be required thereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each All actions, suits or proceedings arising out of or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any New York state or federal court. The parties hereto expressly submits and consents in advance hereby (a) submit to the sole and exclusive jurisdiction of the any New York state and or federal courts court located in the State of New York County, New York for the purposes purpose of any and all suitsaction, actions suit or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or any of the parties hereto hereby waivesother Transaction Documents brought by any party hereto, and agrees (b) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, 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 suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 8.2. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 14 or in such other manner as may be permitted by applicable law, but nothing in this Section 18 will affect the right of any party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration Delaware applicable to contracts executed in and to be performed in that State with the exception of its choice of law provisions, (and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both to the extent mandatorily required) the provisions relating to the transfer of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTAcquired Shares that shall be governed by German Law. Each of the parties hereto expressly hereby irrevocably and unconditionally consents and submits and consents in advance to the sole and exclusive jurisdiction and venue of the state Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal courts located court sitting in the State of New York for Delaware, and any appellate courts therefrom (collectively, the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement“Chosen Courts”). Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such suitAction arising out of or relating to this Agreement or the transactions contemplated hereby, action or proceeding brought in such courts, (i) any claim that it is not personally subject personally to the jurisdiction of the above-named courtsChosen Court as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or execution, otherwise) and (iii) that (A) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, that (B) the venue of the suit, action or proceeding such Action is improper or that (C) this Agreement Agreement, or the subject matter hereof hereof, may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State Commonwealth of Delaware, without consideration Pennsylvania applied to contracts to be performed wholly within the Commonwealth of its choice of law provisions, and shall not be amended, modified Pennsylvania. Any judicial proceeding brought by or discharged in whole or in part except by an agreement in writing signed by both against any Loan Party with respect to any of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each Loan, this Agreement, the other Loan Documents or any related agreement may be brought in any court of competent jurisdiction in the parties hereto expressly submits Commonwealth of Pennsylvania, United States of America, and, by execution and consents delivery of this Agreement, each Loan Party accepts for itself and in advance to connection with its properties, generally and unconditionally, the sole and non-exclusive jurisdiction of the state aforesaid courts, and federal courts located irrevocably agrees to be bound by any judgment rendered thereby in the State of New York for the purposes connection with this Agreement. Each Loan Party hereby waives personal service of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, process upon it and agrees not to assert, by way of motion, as a defense, or otherwise, in any consents that all such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process may be made by registered mail (return receipt requested) directed to the Company at its address set forth in Section 7.5 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at the Purchaser’s option, by service upon the Company which each Loan Party irrevocably appoints as such Loan Party’s agent for the purpose of accepting service within the Commonwealth of Pennsylvania. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Purchaser to bring proceedings against any Loan Party in the courts of any other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against the Purchaser involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement or any related agreement, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesbrought only in a federal or state court located in the County of Delaware, court costs and reasonable expenses incurred in that action or proceedingCommonwealth of Pennsylvania. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in addition to any other relief to which such party or parties may be entitledTHE LOAN PARTIES AND THE PURCHASER EACH WAIVE ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS, OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY, AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Governing Law; Waiver of Jury Trial. (a) This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement shall be governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto expressly submits and (i) consents in advance to submit itself to the sole and exclusive personal jurisdiction of the state and Court of Chancery of the State of Delaware (the “Chancery Court”) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal courts court located in the State of New York for the purposes of Delaware with respect to any and all suits, actions or other proceedings or other disputes dispute arising out of, based on or relating to or in connection with this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any transaction contemplated by this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any court other than any such suitcourt. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Chancery Court or, if, but only if, the Chancery Court lacks subject matter jurisdiction, in any federal court located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such courts, 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 suit, action or proceeding is court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties heretoNew York General Obligations Law). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly The Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may ASSIGNMENT OF EARNINGS - [ ] not be enforced in or by such courtcourts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which the Assignor is a party by the mailing of copies of such process to the Assignor at its address specified in each caseSection 8 hereof. The Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against the enforcement Assignor or any of this Agreement, or because its property in the courts of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York General Obligations Law). Each of the parties hereto expressly Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in each caseSection 9 hereof. Each Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against any Assignor or any of its property in the enforcement courts of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of DelawareNorth Carolina, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York North Carolina for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of Parent and/or the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, District of Manhattan. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, District of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of any of the parties hereto Transaction Documents), and hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motionany such court, as a defensethat such suit, action or otherwise, proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in such courts, any claim that effect for notices to 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that under this Agreement or the subject matter hereof may not be enforced in or by and agrees that such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreementlaw. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the internal laws of the State of Delaware, New York without consideration of its regard to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTprinciples thereof. Each of the parties hereto expressly irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in of the State of New York located in New York County and the United States District Court for the purposes Southern District of New York for the purpose of any and all suitssuit, actions action, proceeding or other proceedings judgment relating to or other disputes arising out ofof this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, based action or proceeding may be served on or relating to each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto hereby waivesirrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and agrees not to assert, by way the laying of motion, as a defense, or otherwise, venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts, courts and irrevocably waives 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 any such suit, action or proceeding is brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Waiver of Jury Trial. (i) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration of its giving effect to any choice or conflict of law provisions, provisions or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and shall not be amended, modified or discharged determined exclusively in whole the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware ((or in part except by an agreement the event, but only in writing signed by both the event, that the Court of Chancery of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and, in each case, the appellate court(s) therefrom). The parties hereto expressly submits and consents in advance hereby (A) irrevocably submit to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware and any state appellate court therefrom within the State of Delaware ((or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the purposes District of Delaware, and, in each case, the appellate court(s) therefrom) for the purpose of any and all suits, actions or other proceedings or other disputes Action arising out of, based on of or relating to this Agreement. Each of Agreement or the parties hereto transactions contemplated hereby waivesbrought by any party hereto, (B) irrevocably waive, and agrees agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding brought in such courtsAction, 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 suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suitAction is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated hereby may not be enforced in or by the above-named courts, and (C) agree that such court, party will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in each case, unless another jurisdiction is required to enforce any court other than the rights Court of Chancery of the Company under this AgreementState of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware). The parties hereto hereby consent Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 23(d) shall be effective service of process by mail and for any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledaction.

Governing Law; Waiver of Jury Trial. This Agreement All aspects of the relationship created by this agreement or the engagement hereunder, any other agreements relating to the engagement hereunder and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this agreement or the engagement hereunder shall be governed by and construed under in accordance with the laws of the State of DelawareNew York, without consideration of its choice of law provisionsapplicable to contracts made and to be performed therein and, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both connection therewith. The parties consent to the exclusive jurisdiction of the parties heretocourts located in New York County, New York, in connection with any claim or dispute relating to this Agreement or any services or advice provided hereunder. The prevailing party in any such litigation shall be entitled to recover its attorney’s fees and costs. Notwithstanding the foregoing, solely for purposes of enforcing the Company’s obligations under Annex B, the Company consents to personal jurisdiction, service and venue in any court proceeding in which any claim or cause of action relating to or arising out of this agreement or the engagement hereunder is brought by or against any Indemnified Person. Jxxxxx Xxxxxx AND THE COMPANY EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES AGREES TO WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING CLAIM, COUNTER CLAIM OR ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENTAGREEMENT OR THE ENGAGEMENT HEREUNDER. Each (the rest of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.page intentionally blank – signature page follows)

Governing Law; Waiver of Jury Trial. This Agreement All disputes, claims or controversies arising out of or relating to this Agreement, or the interpretation, negotiation, validity, enforceability or performance of this Agreement, or the transactions contemplated hereby, shall be governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration regard to its rules of its choice conflict of law provisions, and shall not be amended, modified or discharged laws which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes laws of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreementjurisdiction. Each of the parties hereto hereby waivesirrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and agrees not to assert, by way of motion, as a defense, or otherwiseany appellate court therefrom, in any such suitaction or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, ; (ii) agrees that any claim that it is not subject personally to the jurisdiction in respect of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, any such action or proceeding is brought may be heard and determined in an inconvenient forumany such court; (iii) waives, that to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of the suit, any such action or proceeding is improper in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto hereby agrees that this Agreement a final judgment in any such action or the subject matter hereof proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 11(a). Nothing in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 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 HEREBY.

Governing Law; Waiver of Jury Trial. (i) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration of its giving effect to any choice or conflict of law provisions, provisions or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and shall not be amended, modified or discharged determined exclusively in whole the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware ((or in part except by an agreement the event, but only in writing signed by both the event, that the Court of Chancery of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and, in each case, the appellate court(s) therefrom). The parties hereto expressly submits and consents in advance hereby (A) irrevocably submit to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware and any state appellate court therefrom within the State of Delaware ((or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the purposes District of Delaware, and, in each case, the appellate court(s) therefrom) for the purpose of any and all suits, actions or other proceedings or other disputes Action arising out of, based on of or relating to this Agreement. Each of Agreement or the parties hereto transactions contemplated hereby waivesbrought by any party hereto, (B) irrevocably waive, and agrees agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding brought in such courtsAction, any claim that it is not subject personally to the jurisdiction of the above-named above‑named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suitAction is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated hereby may not be enforced in or by the above‑named courts, and (C) agree that such court, party will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in each case, unless another jurisdiction is required to enforce any court other than the rights Court of Chancery of the Company under this AgreementState of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware). The parties hereto hereby consent Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 23(d) shall be effective service of process by mail and for any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledaction.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within such State, without consideration regard to the conflict of its choice of law provisions, and shall not be amended, modified or discharged laws principles thereof which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws of any other jurisdiction. Each of the parties hereto expressly Parties hereby irrevocably and unconditionally submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the purposes District of Delaware or, to the extent neither of the aforesaid courts have jurisdiction, the Superior Court of the State of Delaware, and any and all suitsappellate court therefrom, actions in any action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto Parties hereby waivesagrees that a final, and agrees not to assert, by way of motion, as a defense, or otherwise, non-appealable judgment in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto Parties hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 8(e). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 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 HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws Law of the State of Delaware, without consideration of its choice regard to conflict of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTprinciples thereof. Each of the parties hereto expressly submits Parties to this Agreement irrevocably agrees that any legal action or proceeding with respect to this Agreement and consents the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in advance respect of this Agreement and the rights and obligations arising hereunder brought by the other Party to this Agreement or its successors or assigns, shall be brought and determined exclusively in the sole Delaware Court of Chancery and exclusive jurisdiction of the any state and federal courts located in appellate court therefrom within the State of New York for Delaware (or, if the purposes Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreementfederal court within the State of Delaware). Each of the parties hereto hereby Parties to this Agreement irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties to this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtswith respect to this Agreement, (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improper or that (iii) this Agreement Agreement, or the subject matter hereof of this Agreement, may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementcourts. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY MATTER BASED ON OR ARISING OUT OF THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed in accordance with the internal laws of the State of Delaware, without consideration of its choice giving effect to conflicts of law provisions, and shall not be amended, modified or discharged principles that would result in whole or in part except by an agreement in writing signed by both the application of the parties heretolaws of another jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, All actions or other proceedings or other disputes arising out of, based on of or relating to this AgreementAgreement shall be heard and determined exclusively in any Delaware federal court; provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and determined exclusively in any Delaware state court. Each of the The parties hereto hereby waivesirrevocably waive, and agrees agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsaction, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suitaction is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated by this Agreement may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum courtEACH 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 LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of DelawareWashington applicable to contracts executed in and to be performed entirely within such State, without consideration regard to the conflict of its choice of law provisions, and shall not be amended, modified or discharged laws principles thereof which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws of any other jurisdiction. Each of the parties hereto expressly Parties hereby irrevocably and unconditionally submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of King County, Washington, and any and all suitsappellate court therefrom, actions in any action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto Parties hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 11(d). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 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 HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State of DelawareConnecticut applicable to contracts executed and to be wholly performed within such State. Subject to Section 23 below, without consideration each party hereto hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of its choice the courts of law provisionsthe State of Connecticut for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts; provided, however, that nothing in this Agreement shall prevent either party hereto from enforcing a judgment entered into by any such court in any other jurisdiction. Each party hereto further agrees that any service of process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in any such court. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and irrevocably and unconditionally waives and agrees not be amendedto plead or claim in any such court that any action, modified suit or discharged proceeding brought in whole or any such court has been brought in part except by an agreement in writing signed by both of the parties heretoinconvenient forum. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON STATUTE, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.

Governing Law; Waiver of Jury Trial. This Proxy and Agreement shall be is governed by and construed under in accordance with the laws Laws of the State of Delaware, Florida without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Florida or any other jurisdiction) that would cause or permit the application of Laws of any jurisdictions other than those of the State of Florida. Each of the parties hereto expressly submits and (i) hereby irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the federal or state and federal courts located in the State of New York for Florida (the purposes of “Chosen Courts “)) in any and all suits, actions or other proceedings or other disputes Proceeding arising out of, based on of or relating to this Proxy and Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9 or in such other manner as may be permitted by applicable Law, but nothing in this Section 13 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Proxy and Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Proceeding arising out of or relating to this Proxy and Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Proceeding in the Chosen Courts or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Proceeding arising out of or relating to this Proxy and Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Proceeding in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS PROXY AND AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTXXXXXXX CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PROXY AND AGREEMENT, and will be binding and enforceableAND THE IRREVOCABLE PROXY UNDER, in all jurisdictionsAND THE TRANSACTIONS CONTEMPLATED BY, THIS PROXY AND AGREEMENT. Except as otherwise provided in Section 7EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, if any legal action or other proceeding is brought for the enforcement of this AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, or because of an alleged disputeEXPRESSLY OR OTHERWISE, breachTHAT SUCH OTHER PARTY WOULD NOT, default or misrepresentation in connection with any provisions of this AgreementIN THE EVENT OF LITIGATION, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO GRANT OR ENTER INTO THIS PROXY AND AGREEMENT BY, court costs and reasonable expenses incurred in that action or proceedingAMONG OTHER THINGS, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Governing Law; Waiver of Jury Trial. (a) This IP Agreement shall be governed by construed and construed under enforced in accordance with the internal laws of the State of Delaware, Massachusetts applicable to contracts wholly executed and performed therein without consideration regard to any conflicts of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties heretolaws rules. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the The parties hereto expressly submits agree that any legal proceeding by or against any party hereto or with respect to or arising out of this IP Agreement may be brought in the federal and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts. By execution and delivery of this IP Agreement, Executive irrevocably and unconditionally submits to the State jurisdiction of New York for the purposes of such courts and hereby waives any and all suits, actions right to stay or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in dismiss any such suit, action or proceeding under or in connection with this IP Agreement brought in such courts, before the foregoing courts on the basis of (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason, or that it or any of its property is exempt or immune from attachment or executionthe above-described legal process, (b) that the suit, such action or proceeding is brought in an inconvenient forum, that venue for the venue of the suit, action or proceeding is improper or that this IP Agreement or the subject matter hereof may not be enforced in or by such courtcourts, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and or (c) any other manner permitted by law defense that would hinder or this Agreement. The parties acknowledge that all directions issued by delay the forum courtlevy, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if execution or collection of any legal action or other proceeding amount to which any party hereto is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition pursuant to any other relief to which such party or parties may be entitledfinal judgment of any court having jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS IP AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY.

Governing Law; Waiver of Jury Trial. (a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and all Schedules and Exhibits hereto) shall be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, without consideration of its giving effect to any choice of law provisions, and shall not be amended, modified or discharged in whole conflict of law rules or in part except by an agreement in writing signed by both provisions (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware or any other jurisdiction) that would cause the application of the parties hereto expressly submits Laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and consents in advance construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply. Notwithstanding anything to the sole and exclusive jurisdiction contrary contained elsewhere herein, the parties hereby further agree (i) that no party will bring any legal action or proceeding against the Lenders in any way relating to this Agreement, the Assumed Financing, the Amendment or any of the state and federal courts located transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Assumed Financing Commitment Letter, the Amendment Commitment Letter or any other letter or agreement related to the Assumed Financing, the Amendment, the Assumed Financing Commitment Letter, the Amendment Commitment Letter or the performance of either thereof, in any forum other than the Supreme Court of the State of New York York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the purposes Southern District of New York (and appellate courts thereof) and (ii) that any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each claims brought against the Lenders will be governed by the Laws of the parties hereto hereby waivesState of New York, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally without regard to the jurisdiction conflict of laws provisions thereof that would cause the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue laws of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required state to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledapply.

Governing Law; Waiver of Jury Trial. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with, and any disputes arising out of or related to this Agreement shall be interpreted, construed under and governed by and in accordance with, the laws of the State of New York, except to the extent mandatorily governed by the laws of Canada or the laws of the province of Alberta or the State of Delaware, without consideration of its choice of law provisionsas applicable. Except with respect to the Interim Order or Final Order or any other matter relating thereto over which a court has jurisdiction, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance hereby irrevocably submit to the sole and exclusive jurisdiction of the state and federal courts located in of the State of New York for solely in respect of the purposes interpretation and enforcement of any the provisions of this Agreement and all suits, actions or other proceedings or other disputes arising out of, based on or relating of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any action for the interpretation or enforcement hereof or of any such suitdocument, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, thereto or that its property such action may not be brought or is exempt not maintainable in said courts or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof 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 actions shall be heard and determined in such New York court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process by mail and or other papers in connection with any other such action in the manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesvalid and sufficient service thereof. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, court costs and reasonable expenses incurred in that action or proceedingPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, in addition to any other relief to which such party or parties may be entitledTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State of DelawareNew York. The Company (on its behalf and, without consideration to the extent permitted by applicable law, on behalf of its choice of law provisions, shareholders and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both affiliates) and each of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTUnderwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Agreement (whether brought against a party hereto expressly or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to the enforcement of this Agreement. Each of the parties hereto ), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, such action or proceeding is improper or that this Agreement is an inconvenient venue for such action or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementproceeding. The parties hereto Each party hereby consent to irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreementlaw. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal If either party shall commence an action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with to enforce any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceedingthen, in addition to any the obligations of the Company under Section 6, the prevailing party in such action or proceeding shall be reimbursed by the other relief to which party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such party action or parties may be entitledproceeding.

Governing Law; Waiver of Jury Trial. This All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and Schedules hereto, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, shall be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, without consideration of its giving effect to any choice of law provisionsLaw or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in Wilmington, Delaware, and shall not be amendedhereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, modified action or discharged in whole or in part except by an agreement in writing signed by both other proceeding. In furtherance of the foregoing, each of the parties heretohereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other than in any such court, and (c) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. The parties hereby acknowledge and agree that, to the fullest extent permitted by law, they intend that this Agreement be, and that it will be treated and construed as, a contract under seal under the Laws of the State of Delaware with all of the consequences of such a contract under the Laws of the State of Delaware, including causing the Agreement to be subject to the twenty (20) year limitations period applicable to sealed instruments. EACH OF THE PARTIES PARTY HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY AND WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING LITIGATION, ACTION, PROCEEDING, CROSS‑CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledENFORCEMENT HEREOF.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under interpreted and enforced in accordance with the laws Laws of the State of DelawareNew York, without consideration giving effect to principles of its choice conflicts of law provisions, other than Sections 5-1401 and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both 5-1402 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each General Obligations Law of the State of New York. The parties hereto expressly submits (a) hereby irrevocably and consents in advance unconditionally submit to the sole and exclusive jurisdiction of the state and United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, or, solely to the extent federal jurisdiction is not available with respect to all or portion of such suit, action or other proceeding, the courts located in of the State of New York located in the Borough of Manhattan, New York City, New York, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the United States District Court for the purposes Southern District of any and New York, or, solely to the extent federal jurisdiction is not available with respect to all suitsor portion of such suit, actions action or other proceedings or other disputes arising out ofproceeding, based on or relating to this Agreement. Each the courts of the parties hereto State of New York located in the Borough of Manhattan, New York City, New York and (c) hereby waiveswaive, and agrees agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights courts. Each of the Company under parties to this Agreement. The parties hereto hereby consent Agreement consents to service of process by mail and personal jurisdiction for any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by equitable action sought in the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought U.S. District Court for the enforcement Southern District of this AgreementNew York or, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementas applicable and subject to the above, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feescourts of the State of New York located in the Borough of Manhattan, court costs and reasonable expenses incurred in that action or proceedingNew York City, in addition to any other relief to which such party or parties may be entitledNew York, with subject matter jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE PURCHASE AGREEMENT, THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State Commonwealth of Delaware, without consideration Pennsylvania applied to contracts to be performed wholly within the Commonwealth of its choice of law provisions, and shall not be amended, modified Pennsylvania. Any judicial proceeding brought by or discharged in whole or in part except by an agreement in writing signed by both against any Loan Party with respect to any of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each Loan, this Agreement, the other Loan Documents or any related agreement may be brought in any court of competent jurisdiction in the parties hereto expressly submits Commonwealth of Pennsylvania, United States of America, and, by execution and consents delivery of this Agreement, each Loan Party accepts for itself and in advance to connection with its properties, generally and unconditionally, the sole and non-exclusive jurisdiction of the state aforesaid courts, and federal courts located irrevocably agrees to be bound by any judgment rendered thereby in the State of New York for the purposes connection with this Agreement. Each Loan Party hereby waives personal service of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, process upon it and agrees not to assert, by way of motion, as a defense, or otherwise, in any consents that all such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process may be made by registered mail (return receipt requested) directed to the Parent at its address set forth in Section 10(e) and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at the Lender’s option, by service upon Parent which each Loan Party irrevocably appoints as such Loan Party’s Agent for the purpose of accepting service within the Commonwealth of Pennsylvania. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Lender to bring proceedings against any Loan Party in the courts of any other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against the Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement or any related agreement, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesbrought only in a federal or state court located in the County of Delaware, court costs and reasonable expenses incurred in that action or proceedingCommonwealth of Pennsylvania. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in addition to any other relief to which such party or parties may be entitledTHE LOAN PARTIES AND THE LENDER EACH WAIVE ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS, OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY, AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Governing Law; Waiver of Jury Trial. This Agreement shall be Lease and the rights and obligations of the parties hereto are governed by and construed under the laws of the State of DelawareCalifornia. In any action or proceeding arising herefrom, without consideration Landlord and Tenant hereby consent to the jurisdiction of its choice any competent court within the State of law provisionsCalifornia and service of process by any means authorized by California law. In the event Landlord commences any summary proceedings or action for nonpayment of rent, and Tenant shall not interpose any counterclaim of any nature or description (unless such counterclaim shall be amendedmandatory) in any such proceeding or action, modified or discharged in whole or in part except by but shall be relegated to an agreement in writing signed by both of the parties heretoindependent action at law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING LITIGATION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENTLEASE. Each IF THE JURY WAIVER PROVISIONS OF THIS PARAGRAPH 33.3 ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 33.3 SHALL APPLY. It is the desire and intention of the parties hereto expressly submits to agree upon a mechanism and consents in advance to the sole procedure under which controversies and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out ofof this Lease or related to the Premises will be resolved in a prompt and expeditious manner. Accordingly, based except with respect to actions for unlawful or forcible detainer or with respect to the prejudgment remedy of attachment, any action, proceeding or counterclaim brought by either party hereto against the other (and/or against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters whatsoever arising out of or relating to in any way connected with this Agreement. Each Lease, Tenant’s use or occupancy of the parties hereto hereby waivesPremises and/or any claim of injury or damage, and agrees not to assertwhether sounding in contract, by way of motion, as a defensetort, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to shall be heard and resolved by a referee under the jurisdiction provisions of the aboveCalifornia Code of Civil Procedure, Sections 638-named courts645.1, inclusive (as same may be amended, or any successor statute(s) thereto) (collectively, the “Referee Sections”). Any fee to initiate the judicial reference proceedings and all fees charged and costs incurred by the referee shall be paid by the party initiating such procedure (except that if a reporter is requested by either party, then a reporter shall be present at all proceedings where requested and the fees of such reporter, except for copies ordered by the other parties, shall be borne by the party requesting the reporter); provided however, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue allocation of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail costs and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum courtfees, including all injunctions and other decreesany initiation fee, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other of such proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred ultimately determined in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.accordance with Paragraph 33.20

Governing Law; Waiver of Jury Trial. This (i) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York applicable to agreements made and to be performed entirely in such state. Each party agrees that all legal proceedings concerning the interpretations, without consideration of its choice of law provisions, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of New York. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State County of New York for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of any of the parties hereto Transaction Documents), and hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motionany such court, as a defensethat such suit, action or otherwise, proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in such courts, any claim that effect for notices to 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that under this Agreement or the subject matter hereof may not be enforced in or by and agrees that such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledlaw.

Governing Law; Waiver of Jury Trial. This Agreement, and all actions or proceedings (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by by, and construed under enforced in accordance with, the laws of the State of DelawareNew York, including its statutes of limitations, without consideration giving effect to applicable principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both to the extent that the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each laws of the parties hereto expressly submits and consents in advance to the sole and exclusive another jurisdiction (whether of the state and federal courts located in the State of New York for the purposes or any other jurisdiction would be required thereby. Each party to this Agreement agrees that it shall bring any action or proceeding in respect of any and all suits, actions or other proceedings or other disputes claim arising out of, based on of or relating related to this Agreement. Each Agreement exclusively in the courts of the parties hereto hereby waivesState of New York and the Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and agrees not solely in connection with claims arising under this Agreement (i) irrevocably submits to assertthe exclusive jurisdiction of the Chosen Courts, by way of motion, as a defense, or otherwise, (ii) waives any objection to laying venue in any such suit, action or proceeding brought in such courtsthe Chosen Courts, (iii) waives 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, objection that the suit, Chosen Courts are an inconvenient forum or do not have jurisdiction over any party to this Agreement and (iv) agrees that service of process upon such party in any such action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feeseffective if notice is given in accordance with Section 4.33. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION BASED UPON, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement, and all actions or proceedings (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by by, and construed under enforced in accordance with, the laws of the State of DelawareNew York, including its statutes of limitations, without consideration giving effect to applicable principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both to the extent that the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each laws of the parties hereto expressly submits and consents in advance to the sole and exclusive another jurisdiction (whether of the state and federal courts located in the State of New York for the purposes or any other jurisdiction would be required thereby. Each party to this Agreement agrees that it shall bring any action or proceeding in respect of any and all suits, actions or other proceedings or other disputes claim arising out of, based on of or relating related to this Agreement. Each Agreement exclusively in the courts of the parties hereto hereby waivesState of New York and the Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and agrees not solely in connection with claims arising under this Agreement (i) irrevocably submits to assertthe exclusive jurisdiction of the Chosen Courts, by way of motion, as a defense, or otherwise, (ii) waives any objection to laying venue in any such suit, action or proceeding brought in such courtsthe Chosen Courts, (iii) waives 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, objection that the suit, Chosen Courts are an inconvenient forum or do not have jurisdiction over any party to this Agreement and (iv) agrees that service of process upon such party in any such action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feeseffective if notice is given in accordance with Section 4.3. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION BASED UPON, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, enforced in accordance with, and construed under interpreted under, the laws Laws of the State of DelawareNew York, without consideration reference to applicable principles of its choice conflicts of law provisionsLaws. The Parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of New York, and appropriate courts of appeal therefrom, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to confer, and shall not be amendedconfer, modified or discharged consent to jurisdiction with respect to any other dispute in whole or in part except by an agreement in writing signed by both of the parties heretowhich a Party to this Agreement may become involved. AFTER CONSULTATION WITH COUNSEL, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT IT WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. (a) This Agreement, any claims, causes of actions or disputes (whether in contract or tort) based upon, arising out of or relating to this Agreement shall or the negotiation, execution or performance of this Agreement will be governed by and construed under in accordance with the laws of Laws applicable to contracts made and to be performed entirely in the State of Delaware, USA, without consideration regard to any applicable conflict of its choice Laws principles. The Parties agree that any action seeking to enforce any provision of, or based on any matter arising out of law provisionsor in connection with, this Agreement may only be brought in the Delaware Chancery Court located in Wilmington Delaware, USA so long as such court has subject matter jurisdiction over such action, or alternatively in any United States District Court located in Wilmington, Delaware, USA if the aforesaid Delaware Chancery Court does not have subject matter jurisdiction, and shall not that any cause of action arising out of this Agreement will be amended, modified or discharged in whole or in part except by an agreement in writing signed by both deemed to have arisen from a transaction of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located business in the State of New York for the purposes of any Delaware, USA, and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each each of the parties hereto Parties hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally irrevocably consents to the jurisdiction of such court (and of the above-named courts, appropriate appellate courts therefrom) in any such action and irrevocably waives any objection that its property it may now or hereafter have to the laying of the venue of any such action in any such court or that any such action which is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in such court has been brought in an inconvenient forum. Process in any such action may be served on any Party anywhere in the world, that whether within or without the venue jurisdiction of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Without limiting the foregoing, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to Party agrees that service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except on such Party as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement 4.3 will be deemed effective service of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which process on such party or parties may be entitledParty.

Governing Law; Waiver of Jury Trial. This Agreement and the rights of the parties hereto shall be governed by and construed under interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without consideration regard to principles of its choice conflict of law provisions, laws. In the event of a conflict between any provision of this Agreement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both any non-mandatory provision of the parties heretoDelaware Act, the provisions of this Agreement shall control and take precedence. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each To the fullest extent permitted by applicable Laws, each of the parties hereto expressly submits and consents irrevocably agrees that, other than with respect to any matter subject to arbitration under Section 8.03(b), any legal action or proceeding arising out of this Agreement shall be brought only in advance to the sole and exclusive jurisdiction of the state and or United States federal courts located in the State of New York Delaware. Each party hereto irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any such action or proceeding by the mailing of such documents by registered United States mail, postage prepaid, if to the Company, to the address set forth in Section 11.01(a)(A), and if to any Member, to the respective address for the purposes such Member set forth on Schedule A. 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 irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any and all suitslegal action, actions proceeding or other proceedings counterclaim (whether based on contract, tort or other disputes otherwise) arising out of, based on of or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced transactions contemplated hereby or the actions of any party hereto in or by such courtthe negotiation, in each caseadministration, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail performance and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement. Each party to this Agreement certifies and acknowledges that (i) no representative of any other party has represented, expressly or because otherwise, that such other party would not seek to enforce the foregoing waiver in the event of an alleged disputea legal action, breach, default or misrepresentation in connection with any provisions (ii) such party has considered the implications of this Agreementwaiver, (iii) such party makes this waiver voluntarily and (iv) such party has been induced to enter into this Agreement by, among other things, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs mutual waivers and reasonable expenses incurred certifications in that action or proceeding, in addition to any other relief to which such party or parties may be entitledthis Section 11.08.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of DelawareNew York, without consideration of its giving effect to the choice of law provisionsprinciples thereof to the extent that the application of the Laws of another jurisdiction would be required thereby, except that Article I and Section 2.2 shall be governed by and construed in accordance with the relevant provisions of the DGCL and DLLCA, as applicable, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both the Laws of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for Delaware shall govern the purposes duties and obligations of any and all suitsthe Stockholders’ Representative under Section 6.7. All actions, actions suits or other proceedings or other disputes arising out of, based on of or relating to this Agreement. Each Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any New York state or federal court, located in New York County. The parties hereto hereby waives(A) submit to the exclusive jurisdiction of any New York state or federal court for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents brought by any party hereto, and agrees (B) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, 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 suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 9.1. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of Delaware, without consideration of its giving effect to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both principles thereof to the extent that the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each Laws of another jurisdiction would be required thereby, except that Article I and Section 2.1 shall be governed by and construed in accordance with the relevant provisions of the parties hereto expressly submits IBCL and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suitsDGCL, actions as applicable. All actions, suits or other proceedings or other disputes arising out of, based on of or relating to this Agreement. Each Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any Delaware state or federal court. The parties hereto hereby waives(a) submit to the exclusive jurisdiction of any (i) state or federal court sitting in Xxxxxxxx or Xxxxxx County, Indiana for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents brought by Parent, Merger Sub, the Surviving Corporation or any Parent Indemnified Party and (ii) state or federal court sitting in San Francisco, California for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents brought by any of the Companies, the Subsidiaries, the Shareholders or the Shareholder Indemnified Parties, and agrees (b) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, 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 suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 10.2. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. This All questions concerning the ----------------------------------- construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of the parties hereto any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementa Transaction Document, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable attorney’s fees, court reimbursed by the other party for its attorneys fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of DelawareNew York, without consideration of its choice giving effect to the conflict of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both principles thereof to the extent that the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each Laws of another jurisdiction would be required thereby, except that Article I and Section 2.1 shall be governed by and construed in accordance with the relevant provisions of the DGCL, as applicable. All actions, suits or proceedings arising out of or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any New York state or federal court, County of New York. The parties hereto expressly submits and consents in advance hereby (A) submit to the sole and exclusive jurisdiction of the any New York state and or federal courts located court in the State County of New York for the purposes purpose of any and all suitsaction, actions suit or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or any of the parties hereto hereby waivesother Transaction Documents brought by any party hereto, and agrees (B) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, 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 suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lxx. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 9.2. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York General Obligations Law). Each of the parties hereto expressly Assignor and the Assignee hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of any court of the state and federal courts located in the State of New York sitting in New York City or of the United States of America for the Southern District of such state, and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights courts. Each of the Company under this Assignor and the Assignee irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to any other Loan Document to which such Person is a party by the mailing of copies of such process to such Person at its address specified in Section 10.02 of the Credit Agreement. The parties hereto hereby consent Each of the Assignor and the Assignee agrees that a final judgment in any such action, suit 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. Nothing in this paragraph shall affect the right of the Assignee or the Assignor to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of such Person to bring any legal action or other proceeding is brought for against the enforcement of this AgreementAssignor or the Assignee, as the case may be, or because any of an alleged dispute, breach, default or misrepresentation its property in connection with any provisions the courts of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under interpreted in accordance with, the laws of the State of DelawareDelaware without regard to any conflicts of laws principles that would require the application of any other law (except to the extent that mandatory provisions of federal law are applicable); provided, without consideration however, that the laws of its choice the respective jurisdictions of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both incorporation of each of the parties heretoshall govern the relative rights, obligations, powers, duties and other internal affairs of such party and its Board of Directors. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the The parties hereto expressly submits and consents in advance irrevocably submit to the sole and non-exclusive jurisdiction of (i) the state Delaware State Courts and federal courts located in (ii) the State United States Court for the District of New York Delaware for the purposes of any and all suits, actions or other proceedings or other disputes action arising out ofof this Agreement or any of the transactions contemplated hereby. The parties hereto further agree that service of any process, based on summons, notice or relating document hand delivered or sent by U.S. registered mail to such party's respective address set forth in Section 9.1 hereof shall be effective service of process for any action in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any action arising out of this AgreementAgreement or the transactions contemplated hereby in (i) the Delaware State Courts or (ii) the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action brought in any such court has been brought in an inconvenient forum. Each of the parties hereto hereby waives, irrevocably waives any and agrees not all right to assert, trial by way of motion, as a defense, or otherwise, jury in any such suit, action legal proceeding arising out of or proceeding brought in such courts, any claim that it is not subject personally related to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in transactions contemplated hereby or by such court, in each case, unless another jurisdiction is required to enforce the rights actions of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementCompany, the successful Parent or prevailing party or parties shall be entitled to recover reasonable attorney’s feesthe Merger Sub in the negotiation, court costs administration, performance and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledenforcement hereof.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under and enforced in accordance with the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance reference to the sole and exclusive conflict of laws principles thereof. The parties hereby irrevocably submit to the personal jurisdiction of the state and federal courts of the State of Delaware located in the State County of New York for Castle and the purposes Federal courts of any the United States of America located in the County of New Castle solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to the jurisdiction of the above-named courtsthereto or that such action, that its property is exempt or immune from attachment or execution, that the suit, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum, said courts or that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtcourts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in each case, unless another jurisdiction is required to enforce such a Delaware State or Federal court located in the rights County of the Company under this AgreementNew Castle. The parties hereto hereby consent to service and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation papers in connection with any provisions of this Agreement, such action or proceeding in the successful manner provided in Section 10 or prevailing party or parties in such other manner as may be permitted by law shall be entitled valid and sufficient service thereof. Each of the parties irrevocably and unconditionally waives, to recover reasonable attorney’s feesthe fullest extent permitted by applicable law, court costs any and reasonable expenses incurred all rights to trial by jury in that action connection with any litigation arising out of or proceeding, in addition relating to any other relief to which such party this Agreement or parties may be entitledthe transactions contemplated hereby.

Governing Law; Waiver of Jury Trial. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed under in accordance with the laws of the State of Delaware, without consideration giving effect to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws that would otherwise require the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaw of any other state. Each of the parties hereto expressly submits Parties further agrees that notice as provided herein shall constitute sufficient service of process and consents in advance the Parties further waive any argument that such service is insufficient. The Parties irrevocably submit to the sole and exclusive jurisdiction of the state and or federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waivesstate of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and the Transactions, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding for interpretation or enforcement hereof or that such action, suit or proceeding may not be brought in such courts, any claim that it or is not subject personally to the jurisdiction of the above-named courts, maintainable in said courts or that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined by such a Delaware state or federal court. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, suit or proceeding in the manner provided in Section 9.5 hereof or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Each Party acknowledges and agrees that any controversy which may arise under this Agreement or the transactions 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. 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 each casethe event of litigation, unless another jurisdiction is required seek to enforce the rights foregoing waiver; (ii) such Party understands and has considered the implications of the Company under foregoing waiver; (iii) such Party makes the foregoing waiver voluntarily and (iv) such Party has been induced to enter into this Agreement. The parties hereto hereby consent to service of process by mail and any Agreement by, among other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementthings, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs mutual waiver and reasonable expenses incurred certifications in that action or proceeding, in addition to any other relief to which such party or parties may be entitledthis Section 9.12.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed construed and enforced in accordance with the laws of the State of Delaware without regard to the choice of law principles thereof. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Employee’s employment by the Company or any affiliate, or for the recognition and construed under enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Employee or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Employee’s employment by the Company or any affiliate of the Company, or the Employee’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Employee’s or the Company’s address as provided in paragraph 12 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. (a) This Agreement, and any action, suit, claim, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement shall or the negotiation, execution or performance of this Agreement or the Transactions will be governed by and construed under in accordance with the laws internal Laws of the State of Delaware, Delaware applicable to agreements executed and performed entirely within such State without consideration of its choice regard to conflicts of law provisionsprinciples of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply; provided that any action, and shall not suit, claim, investigation, or proceeding of any kind whatsoever against the Debt Financing Sources or any of the Debt Financing Source Related Parties, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be amendedsought to be imposed, modified whether sounding in contract or discharged in whole tort, or whether at law or in part equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the Transactions, including any dispute relating to the Debt Financing, will, except by an agreement (such exception to apply only in writing signed by both the case of any such action, suit, claim, investigation or proceeding solely among the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole Debt Commitment Letter) as expressly set forth in the Debt Commitment Letters, be governed by and exclusive jurisdiction construed in accordance with the internal Laws of the state and federal courts located in the State of New York for applicable to agreements executed and performed entirely within such State without regard to conflicts of law principles of the purposes State of New York or any other jurisdiction that would cause the Laws of any and all suits, actions or jurisdiction other proceedings or other disputes arising out of, based on or relating than the State of New York to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledapply.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed under in accordance with the internal laws of the State of Delaware, New York without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance regard to the sole and exclusive conflicts of laws provisions thereof. The Borrower hereby irrevocably submits to the jurisdiction of the state and federal courts located in any court of the State of New York located in the County of New York or the United States District Court for the purposes Southern District of the State of New York, any appellate courts from any thereof (any such court, a "New York Court") or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a "UK Court"), but shall not be required to submit to the jurisdiction of a court other than a New York Court or UK Court, for the purpose of any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or under any applicable securities laws and arising out of the parties hereto hereby waivesforegoing, which is brought by or against the Borrower, and the Borrower hereby irrevocably agrees not to assert, by way that all claims in respect of motion, as a defense, or otherwise, in any such suit, action or proceeding brought will be heard and determined in any such courts, any claim that it is not subject personally court. Each party hereto (other than the Borrower) hereby irrevocably submits to the jurisdiction of any New York Court, but shall not be required to submit to the above-named courtsjurisdiction of a court other than a New York Court, for the purpose of any suit, action or other proceeding arising out of or relating to this Agreement or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and such party hereby irrevocably agrees that its property is exempt or immune from attachment or execution, that the all claims in respect of any such suit, action or proceeding is brought will be heard and determined in an inconvenient forumany such court. The Borrower hereby agrees not to commence any action, suit or proceeding relating to this Agreement other than in a New York Court except to the extent mandated by applicable law. The Borrower hereby waives any objection that it may now or hereafter have to the venue of the any such suit, action or proceeding is improper in any New York Court or any UK Court or that this Agreement or the subject matter hereof may not be enforced in or by such courtsuit, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. Each party hereto (other proceeding is brought for than the enforcement Borrower) hereby waives any objection that it may now or hereafter have to the venue of this Agreementany such suit, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceedingproceeding in any New York Court or that such suit, action or proceeding was brought in addition an inconvenient court and agree not to any other relief to which such party plead or parties may be entitledclaim the same. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York, without consideration regard to the principles of its choice conflicts of law provisionsthereof, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both to the extent that the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTGeneral Corporation Law of the State of Delaware is mandatorily applicable. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Note (whether brought against a party hereto expressly or its respective affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and federal courts having jurisdiction for Middlesex County, Massachusetts, USA. Each party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York Middlesex County, Massachusetts, USA, for the purposes adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Note), and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motion, as a defenseany such court, or otherwisethat such suit, action or proceeding has been commenced in an improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such courtsservice shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any claim that it is not subject personally and all right to the jurisdiction trial by jury in any legal proceeding arising out of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in transactions contemplated hereby. If any party shall commence an action or by such court, in each case, unless another jurisdiction is required proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementNote, then the successful or prevailing party in such action or parties proceeding shall be entitled to recover reimbursed by the other party for its reasonable attorney’s fees, court attorneys’ fees and other costs and reasonable expenses incurred in that with the investigation, preparation and prosecution of such action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT STATE OF DELAWARE WITHOUT REGARD TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT THE CONFLICT OF OR RELATED TO THIS AGREEMENTLAW PRINCIPLES THEREOF. Each of the parties hereto expressly hereby irrevocably submits and consents in advance exclusively to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the purposes District of any Delaware) and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in such courtsfor the interpretation or enforcement hereof, any claim that it is not subject personally to the jurisdiction of the above-named courtsthereto or that such action, that its property is exempt or immune from attachment or execution, that the suit, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum, said courts or that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof may not be enforced in or by such courtcourts, in and each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementparties hereto irrevocably agrees that all claims relating to such action, suit or proceeding shall be heard and determined in such a state or federal court. The parties hereto hereby consent to service and grant any such court jurisdiction over the Person of such parties and over the subject matter of such dispute and agree that mailing of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation papers in connection with any provisions of this Agreementsuch action or proceeding in the manner provided in Section 8.3 or in such other manner as may be permitted by Law, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs valid and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledsufficient service thereof.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of DelawareNew York, without consideration of its giving effect to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both principles thereof to the extent that the application of the parties heretoLaws of another jurisdiction would be required thereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each All actions, suits or proceedings arising out of or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any New York state or federal court. The parties hereto expressly submits and consents in advance hereby (a) submit to the sole and exclusive jurisdiction of the any New York state and or federal courts court located in the State of New York County, New York for the purposes purpose of any and all suitsaction, actions suit or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or any of the parties hereto hereby waivesother Transaction Documents brought by any party hereto, and agrees (b) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, 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 suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 7.2. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed under in accordance with the laws of the State of Delaware, without consideration giving effect to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws that would otherwise require the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaw of any other state. Each of the parties hereto expressly submits Parties further agrees that notice as provided herein shall constitute sufficient service of process and consents in advance the Parties further waive any argument that such service is insufficient. The Parties irrevocably submit to the sole and exclusive jurisdiction of the state and or federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waivesstate of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and the Transactions, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding for interpretation or enforcement hereof or that such action, suit or proceeding may not be brought in such courts, any claim that it or is not subject personally to the jurisdiction of the above-named courts, maintainable in said courts or that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined by such a Delaware state or federal court. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, suit or proceeding in the manner provided in Section 9.5 hereof or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Each Party acknowledges and agrees that any controversy which may arise under this Agreement or the Transactions 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. 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 each casethe event of litigation, unless another jurisdiction is required seek to enforce the rights foregoing waiver; (ii) such Party understands and has considered the implications of the Company under foregoing waiver; (iii) such Party makes the foregoing waiver voluntarily and (iv) such Party has been induced to enter into this Agreement. The parties hereto hereby consent to service of process by mail and any Agreement by, among other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementthings, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs mutual waiver and reasonable expenses incurred certifications in that action or proceeding, in addition to any other relief to which such party or parties may be entitledthis Section 9.12.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by construed and construed under enforced in accordance with the laws of the State of Delaware, Delaware without consideration of its regard to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTprinciples thereof. Each of the parties hereto expressly submits and consents agrees that any dispute between the parties shall be resolved only in advance to the sole and exclusive jurisdiction courts of the state and federal courts located in the State of New York or the United States District Court for the purposes Southern District of New York and in the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by or service with the Company Group, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New York, the United States District Court for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all suitsclaims in respect of any such Proceeding shall be heard and determined in such New York State court or, actions to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or other proceedings the Company may now or other disputes thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of, based on of or relating to this Agreement. Each of Agreement or the parties hereto hereby waives, and agrees not to assert, Executive’s employment by way of motion, as a defenseor service with the Company Group, or otherwisethe Executive’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such suitProceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), action postage prepaid, to such party at the Executive’s or proceeding brought the Company’s address for notices, as set forth in such courtsSection 10 hereof, any claim and (e) agrees 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 suit, action or proceeding is brought nothing in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or shall affect the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required right to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to effect service of process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledapplicable law.

Governing Law; Waiver of Jury Trial. This Agreement Guaranty shall be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, without consideration giving effect to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTLaw thereof. Each of the parties hereto expressly irrevocably agrees that any legal action or proceeding arising out of or relating to this letter brought by any other party or its successors or assigns shall be brought and determined in any Delaware state or federal court, and each of the parties hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state aforesaid courts for itself and federal courts located in the State of New York for the purposes of with respect to its property, generally and unconditionally, with regard to any and all suits, actions such action or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreementletter or the actions contemplated hereby. Each of the parties hereto agrees not to commence any Proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such suitProceeding arising out of or relating to this letter or the transactions contemplated hereby, action or proceeding brought in such courts, (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or execution, otherwise) and (c) that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the suit, action or proceeding such Proceeding is improper or that (iii) this Agreement Guaranty, or the subject matter hereof hereof, may not be enforced in or by such courtcourts. 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 LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledUNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This To the extent that the General Corporation Law of the State of Delaware (the “DGCL”) purports to apply to this Agreement, the DGCL shall apply. In all other cases, this Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareCalifornia applicable to agreements made and to be performed entirely in such state, without consideration of its giving effect to the conflict or choice of law provisionsprinciples thereof. For all matters arising directly or indirectly from this Agreement (“Agreement Matters”), and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each each of the parties hereto hereby (i) irrevocably consents and submits to the sole exclusive jurisdiction of the United States District Court for the Southern District of California and any state court in the State of California that is located in San Diego County (and of the appropriate appellate courts from any of the foregoing) in connection with any legal action, lawsuit, arbitration, mediation, or other legal or quasi legal proceeding (“Proceeding”) directly or indirectly arising out of or relating to any Agreement Matter; provided that a party to this Agreement shall be entitled to enforce an order or judgment of any such court in any United States or foreign court having jurisdiction over the other party, (ii) irrevocably waives, and agrees not to assertthe fullest extent permitted by law, by way any objection that it may now or hereafter have to the laying of motion, as a defense, or otherwise, the venue of any such Proceeding in any such suit, action court or proceeding that any such Proceeding which is brought in any such courts, 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 suit, action or proceeding is court has been brought in an inconvenient forum, that (iii) waives, to the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner fullest extent permitted by law law, any immunity from jurisdiction of any such court or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if from any legal action or other proceeding is brought for process therein, (iv) irrevocably waives, to the enforcement of this Agreementfullest extent permitted by law, or because of an alleged dispute, breach, default or misrepresentation any right to a trial by jury in connection with a Proceeding, (v) agrees not to commence any provisions Proceeding other than in such courts, and (vi) agrees that service of this Agreementany summons, the successful complaint, notice or prevailing party or parties shall be entitled other process relating to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties Proceeding may be entitledeffected in the manner provided for the giving of notice as set forth in herein.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of DelawareNew York, without consideration of its giving effect to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both principles thereof to the extent that the application of the parties heretoLaws of another jurisdiction would be required thereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each All actions, suits or proceedings arising out of or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any New York state or federal court. The parties hereto expressly submits and consents in advance hereby (a) submit to the sole and exclusive jurisdiction of the any New York state and or federal courts court located in the State of New York County, New York for the purposes purpose of any and all suitsaction, actions suit or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or any of the parties hereto hereby waivesother Transaction Documents brought by any party hereto, and agrees (b) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, 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 suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 9.2. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the The laws of the State Commonwealth of DelawareMassachusetts shall govern the validity, without consideration performance and enforcement of its choice of law provisions, and shall not be amended, modified this Lease. If either party institutes legal suit or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York action for the purposes enforcement of any and all suitsobligation contained herein, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, agreed that the venue of such suit or action shall be the suitcounty in which the Premises are located, or the United States District Court having jurisdiction over such county, and the parties hereby waive any right to contest the appropriateness of any action brought in any such court based on lack of personal jurisdiction, improper venue or forum non conveniens. Tenant and the Authority hereby VOLUNTARILY AND KNOWINGLY WAIVE TRIAL BY JURY in any action, proceeding or counterclaim brought by either party against the other or any matter whatsoever arising out of or in any way connected with this Lease, the relationship of the Authority and Xxxxxx created hereby, Xxxxxx’s use or occupancy of the Premises, and/or any claim for injury or damage. In the event the Authority commences any action or proceeding is improper for non-payment of Rent or that this Agreement Additional Rent, Tenant shall not interpose any counterclaim of any nature or the subject matter hereof may not be enforced in or by such courtdescription, other than a compulsory counterclaim, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, . The foregoing shall not be construed as a waiver of Tenant’s right to assert such claim in addition to any other relief to which such party a separate action or parties may be entitledproceeding instituted by Tenant.

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareSouth Dakota, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Sioux Falls, District of South Dakota. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York Sioux Falls, District of South Dakota for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of any of the parties hereto Transaction Documents), and hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motionany such court, as a defensethat such suit, action or otherwise, proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in such courts, any claim that effect for notices to 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that under this Agreement or the subject matter hereof may not be enforced in or by and agrees that such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreementlaw. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State of DelawareNew York without giving effect to the principles of conflicts of law, without consideration except for the provisions of its choice of law provisionsSection 3, which shall be governed by and shall not be amended, modified or discharged construed in whole or in part except by an agreement in writing signed by both accordance with the laws of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each Province of British Columbia and the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction federal law of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this AgreementCanada. Each of the parties hereto hereby waivesirrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any action, proceeding or investigation in any court or before any governmental authority ("Litigation") arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to assertcommence any Litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by way facsimile or registered mail to its respective address set forth in this Agreement shall be effective service of motion, as a defense, or otherwise, process for any Litigation brought against it in any such suitcourt. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York and of the United States of America, action in each case located in the County of New York,, and hereby further irrevocably and unconditionally waives and agrees not to plead or proceeding claim in any such court that any such Litigation brought in any such courts, 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 suit, action or proceeding is court has been brought in an inconvenient forum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, that the venue of the suitTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement All aspects of the relationship created by this agreement or the engagement hereunder, any other agreements relating to the engagement hereunder and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this agreement or the engagement hereunder shall be governed by and construed under in accordance with the laws of the State of DelawareNew York, without consideration of its choice of law provisionsapplicable to contracts made and to be performed therein and, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both connection therewith. The parties consent to the exclusive jurisdiction of the parties heretocourts located in New York County, New York, in connection with any claim or dispute relating to this Agreement or any services or advice provided hereunder. The prevailing party in any such litigation shall be entitled to recover its attorney’s fees and costs. Notwithstanding the foregoing, solely for purposes of enforcing the Company’s obligations under Annex B, the Company consents to personal jurisdiction, service and venue in any court proceeding in which any claim or cause of action relating to or arising out of this agreement or the engagement hereunder is brought by or against any Indemnified Person. Dxxxxx Xxxxxxxx AND THE COMPANY EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES AGREES TO WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING CLAIM, COUNTER CLAIM OR ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENTAGREEMENT OR THE ENGAGEMENT HEREUNDER. Each (the rest of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.page intentionally blank – signature page follows)

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the internal laws of the State of Delaware, New York without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance regard to the sole and exclusive jurisdiction conflicts of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementlaws principles thereof. The parties hereto hereby consent irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to service of process by mail and any other manner permitted by law or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By their execution hereof, the parties hereby covenant to and do irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties acknowledge hereto waive any claim that all directions issued by the any such jurisdiction is not a convenient forum courtfor any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. Each Party agrees not to oppose any action to enforce a judgment in a jurisdiction outside of New York. EACH PARTY TO THIS AGREEMENT WAIVES ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, including all injunctions and other decreesINCLUDING, may be filedWITHOUT LIMITATION, and will be binding and enforceableCONTRACT CLAIMS, in all jurisdictionsTORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Except as otherwise provided in Section 7THIS WAIVER IS IRREVOCABLE, if any legal action or other proceeding is brought for the enforcement of this AgreementMEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, or because of an alleged disputeAND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledSUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENT OR AGREEMENT RELATING TO THE TRANSACTION.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 12 or in such other manner as may be permitted by applicable law, but nothing in this Section 16 will affect the right of any party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

Governing Law; Waiver of Jury Trial. This Agreement and all disputes related hereto shall be governed by and construed under in accordance with the laws of the State of DelawareNew York. The parties hereto agree that any suit, without consideration action or proceeding brought by any party to enforce any provision of, or based on any matter arising out of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement connection with, this Agreement or the transactions contemplated hereby shall be brought in writing signed by both any federal or state court located in the State of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located any such court in the State of New York for the purposes of any and all suitssuit, actions action or other proceedings proceeding seeking to enforce any provision of, or other disputes based on any matter arising out of, based on or relating to in connection with, this AgreementAgreement or the transactions contemplated hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the parties hereto hereby waives, and agrees not to assert, by way venue of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in any such courts, court or that 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 suitsuch suite, action or proceeding is brought in any court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES, that the venue of the suitTO THE FULLEST EXTENT PERMITTED BY LAW, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such courtANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledUNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.

Governing Law; Waiver of Jury Trial. (a) This Letter Agreement shall be governed by construed and construed under enforced in accordance with the internal laws of the State of Delaware, Massachusetts applicable to contracts wholly executed and performed therein without consideration regard to any conflicts of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties heretolaws rules. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the The parties hereto expressly submits agree that any legal proceeding by or against any party hereto or with respect to or arising out of this Letter Agreement may be brought in the federal and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts. By execution and delivery of this Letter Agreement, Executive irrevocably and unconditionally submits to the State jurisdiction of New York for the purposes of such courts and hereby waives any and all suits, actions right to stay or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in dismiss any such suit, action or proceeding under or in connection with this Letter Agreement brought in such courts, before the foregoing courts on the basis of (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason, or that it or any of its property is exempt or immune from attachment or executionthe above-described legal process, (b) that the suit, such action or proceeding is brought in an inconvenient forum, that venue for the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such courtcourts, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and or (c) any other manner permitted by law defense that would hinder or this Agreement. The parties acknowledge that all directions issued by delay the forum courtlevy, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if execution or collection of any legal action or other proceeding amount to which any party hereto is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition pursuant to any other relief to which such party or parties may be entitledfinal judgment of any court having jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY.

Governing Law; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement shall or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by and construed under the laws of the State of Delaware, New York without consideration regard to principles of its choice conflicts of law provisionslaws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the borough of Manhattan in the State of New York, and shall not be amendedthe parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of such courts over any such action. The parties hereby irrevocably waive, modified to the fullest extent permitted by applicable Law, any objection that they may now or discharged hereafter have to the laying of venue of any such dispute brought in whole such court or in part except by an agreement in writing signed by both any defense of inconvenient forum for the maintenance of such dispute. Each of the parties heretohereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY AND WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out ofANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF ANY PURCHASER OR THE COMPANY IN THE NEGOTIATION, based on or relating to this Agreement. Each of the parties hereto hereby waivesADMINISTRATION, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledPERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws Laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11 or in such other manner as may be permitted by applicable Law, but nothing in this Section 15 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

Governing Law; Waiver of Jury Trial. This (a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the transactions contemplated thereby shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York applicable to contracts and agreements made and to be performed solely within the State of New York. Each party agrees that all legal proceedings concerning the interpretations, without consideration of its choice of law provisions, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of any of the parties hereto Transaction Documents), and hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motionany such court, as a defensethat such suit, action or otherwise, proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in such courts, any claim that effect for notices to 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that under this Agreement or the subject matter hereof may not be enforced in or by and agrees that such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledlaw.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed in accordance with, the Laws of the state of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the state of Delaware. Any dispute relating hereto shall be heard first in the Delaware Court of Chancery, and, if applicable, in any state or federal court located in the State of Delaware in which appeal from the Court of Chancery may validly be taken under the laws of the State of Delaware (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the state of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both each of the parties heretoforegoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such Chosen Court has been brought in an inconvenient forum. Such Persons further covenant not to bring a proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court. Process in any such proceeding may be served on any Person with respect to such Applicable Matters anywhere in the world, whether within or without the jurisdiction of any such Chosen Court. Without limiting the foregoing, each such Person agrees that service of process on such party as provided in Section 5.5 shall be deemed effective service of process on such Person. AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES ANY AND ALL THE RIGHT TO TRIAL BY JURY IN ANY LEGAL LAWSUIT OR PROCEEDING RELATING TO OR ARISING OUT OF IN ANY WAY FROM THIS AGREEMENT OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MATTERS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and all suits, actions or other proceedings arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, shall be governed by by, and construed under in accordance with, the laws of the State of DelawareTexas (including with respect to the applicable statute of limitations), without consideration of its giving effect to any choice of law provisionsor conflict of law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Texas. The Parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the state or federal courts located in Xxxxxx County, Texas (and in each case of the appropriate appellate courts therefrom), and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the foregoing, each of the Parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other than in any such court, and (c) agrees that a final judgment in any such suit, action or other proceeding shall not be amended, modified conclusive and may be enforced in other jurisdictions by suit or discharged in whole judgment or in part except any other manner provided by an agreement Law. Process in writing signed by both any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the parties heretoforegoing, each Party agrees that service of process on such Party as provided in Section 11.4 shall be deemed effective service of process on such Party. EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY AND WITH AND UPON THE ADVICE OF THE PARTIES HERETO HEREBY COMPETENT COUNSEL IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING LITIGATION, SUIT, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (ii) THE TRANSACTIONS CONTEMPLATED HEREBY OR (iii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR RELATED ENFORCEMENT HEREOF. EACH PARTY (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suitsAGREEMENT BY, actions or other proceedings or other disputes arising out ofAMONG OTHER THINGS, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of the parties hereto any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementa Transaction Document, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable attorney’s fees, court reimbursed by the other party for its attorneys fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of Delaware, Delaware without consideration regard to principles of its choice conflict of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws. Each of the parties hereto expressly submits and Parties: (a) consents in advance to the sole and exclusive personal jurisdiction of the state and federal courts located sitting in the State of New York for the purposes of in any and all suits, actions action or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement or the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each of the parties hereto hereby waives, and agrees not Parties waives any defense of inconvenient forum to assert, by way the maintenance of motion, as a defense, or otherwise, in any such suit, action or proceeding so brought in such courtsand waives any bond, any claim surety or other security that it is not subject personally might be required of the other Party with respect thereto. To the extent permitted by Applicable Law, either Party may make service on the other Party by sending or delivering a copy of the process to the jurisdiction Party to be served at the address and in the manner provided for the giving of notices in Section 14. Nothing in this Section 20, however, shall affect the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought right of either Party to serve legal process in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this AgreementApplicable Law. The parties acknowledge that all directions issued by the forum courtRECIPIENT AND PROVIDER HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, including all injunctions and other decreesPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, may be filedTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF RECIPIENT OR PROVIDER IN THE NEGOTIATION, and will be binding and enforceableADMINISTRATION, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledPERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.