Common use of Jurisdiction and Venue; Waiver of Jury Trial Clause in Contracts

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located in the State of Delaware in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improper. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents Each party hereto agrees that any claim relating to the exclusive this Agreement shall be brought solely in any state or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of the courts any and all process on each of the State them and consent that all such service of Delaware or the federal courts located process shall be made in the State of Delaware manner, to the party and at the address set forth in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waivesSection 10.1, and service so made shall not assert be complete as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable stated in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improperSection. EACH OF THE UNDERSIGNED UNCONDITIONALLY PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT AND ALL RIGHTS IT MAY HAVE TO TRIAL BY JURY ON DEMAND THAT ANY CLAIMS ACTION, PROCEEDING OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING IN ANY WAY RELATED TO THIS AGREEMENTAGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. FURTHERMORETHIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING, BUT NOT LIMITED TO, THE UNDERSIGNED SHALL NOT SEEK CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTES OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH DEMAND A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.BY JURY. 10.5

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned Each party (a) hereby irrevocably consents and unconditionally submits to the exclusive jurisdiction and venue of the courts of Designated Courts or, if no such federal court shall exercise jurisdiction or have subject matter jurisdiction, the State of Delaware Superior Court, and any appellate court from any appeal thereof, in any suit, action or the federal courts located in the State of Delaware in connection with any matter based upon or other proceeding arising out of or relating to this Agreement, (b) agrees not to commence any suit, action or other proceeding arising out of or relating to this Agreement in any court other than a Designated Court. Each party agrees that process a final judgment in any such suit, action or other proceeding brought before a Designated Court may be served upon it enforced in any jurisdiction by suit on the judgment or in any other manner authorized provided by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of processXxx. The undersigned Each party hereby waives, and shall agrees not assert to assert, by way of motion, as a defense defense, or otherwise, in any legal disputesuch suit, action or proceeding, any claim that (a) it is not subject personally subject to the jurisdiction of the above above-named courts for any reasoncourts, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) that its property is exempt or immune from attachment or execution, (d) such Legal Proceeding that the suit, action or proceeding is brought in an inconvenient forum or (e) 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 Legal Proceeding is impropercourt. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE UNDERSIGNED UNCONDITIONALLY WAIVES SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED AND ALL DISPUTES THAT MAY BE FILED IN ANY LEGAL DISPUTE RELATING COURT AND THAT RELATE TO THIS AGREEMENT. IF THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH RIGHTS FOLLOWING CONSULTATION WITH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVEDCOUNSEL.

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located in the State of Delaware in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improper. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware New York or the federal courts located in within the Southern District of the State of Delaware New York shall have jurisdiction over any and all disputes between the Parties, whether in law or equity and whether based on contract, tort or otherwise, arising out of or relating to this Agreement, the Other Transaction Documents and the agreements, instruments and documents contemplated hereby and thereby, and the Parties consent to and hereby submit to the jurisdiction of such courts. EACH OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. The Parties hereby agree that mailing of process or other papers in connection with any matter based upon Proceeding in any such court in the manner provided in Section 7.4 (Notices), or arising out of this Agreement, agrees that process in such other manner as may be served upon it in permitted by law, shall be valid and sufficient service thereof and hereby waive any manner authorized by the laws of the State of Delaware and waives and covenants not objections to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable accomplished in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is impropermanner. EACH PARTY HERETO WAIVES THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF CONNECTION WITH OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, AND AGREES TO CONSOLIDATE TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVEDWAIVER.

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located in the State of Delaware in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improper. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned Each party (a) hereby irrevocably consents and unconditionally submits to the exclusive jurisdiction and venue of the courts Delaware Court of Chancery or, if such court shall not exercise jurisdiction, any federal court of the State of Delaware or the federal courts United States located in the State of Delaware (the foregoing courts, collectively, the “Designated Courts” and each a “Designated Court”) or, if no such federal court shall exercise jurisdiction or have subject matter jurisdiction, the Delaware Superior Court, and any appellate court from any appeal thereof, in connection with any matter based upon suit, action or other proceeding arising out of or relating to this Agreement, (b) agrees not to commence any suit, action or other proceeding arising out of or relating to this Agreement in any court other than a Designated Court. Each party agrees that process a final judgment in any such suit, action or other proceeding brought before a Designated Court may be served upon it enforced in any jurisdiction by suit on the judgment or in any other manner authorized provided by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of processXxx. The undersigned Each party hereby waives, and shall agrees not assert to assert, by way of motion, as a defense defense, or otherwise, in any legal disputesuch suit, action or proceeding, any claim that (a) it is not subject personally subject to the jurisdiction of the above above-named courts for any reasoncourts, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) that its property is exempt or immune from attachment or execution, (d) such Legal Proceeding that the suit, action or proceeding is brought in an inconvenient forum or (e) 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 Legal Proceeding is impropercourt. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE REGISTRABLE SECURITIES ISSUABLE THEREUNDER OR THE SUBJECT MATTER HEREOF OR THEREOF. THE UNDERSIGNED UNCONDITIONALLY WAIVES SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED AND ALL DISPUTES THAT MAY BE FILED IN ANY LEGAL DISPUTE RELATING COURT AND THAT RELATE TO THIS AGREEMENT. IF THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH RIGHTS FOLLOWING CONSULTATION WITH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVEDCOUNSEL.

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located in the State of Delaware in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improper. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.. [Signature page follows]

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned Each party (a) hereby irrevocably consents and unconditionally submits to the exclusive jurisdiction and venue of the courts Delaware Court of Chancery or, if such court shall not exercise jurisdiction, any federal court of the State of Delaware or the federal courts United States located in the State of Delaware (the foregoing courts, collectively, the “Designated Courts” and each a “Designated Court”) or, if no such federal court shall exercise jurisdiction or have subject matter jurisdiction, the Delaware Superior Court, and any appellate court from any appeal thereof, in connection with any matter based upon suit, action or other proceeding arising out of or relating to this Agreement, (b) agrees not to commence any suit, action or other proceeding arising out of or relating to this Agreement in any court other than a Designated Court. Each party agrees that process a final judgment in any such suit, action or other proceeding brought before a Designated Court may be served upon it enforced in any jurisdiction by suit on the judgment or in any other manner authorized provided by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of processXxx. The undersigned Each party hereby waives, and shall agrees not assert to assert, by way of motion, as a defense defense, or otherwise, in any legal disputesuch suit, action or proceeding, any claim that (a) it is not subject personally subject to the jurisdiction of the above above-named courts for any reasoncourts, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) that its property is exempt or immune from attachment or execution, (d) such Legal Proceeding that the suit, action or proceeding is brought in an inconvenient forum or (e) 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 Legal Proceeding is impropercourt. ​ EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE REGISTRABLE SECURITIES ISSUABLE THEREUNDER OR THE SUBJECT MATTER HEREOF OR THEREOF. THE UNDERSIGNED UNCONDITIONALLY WAIVES SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED AND ALL DISPUTES THAT MAY BE FILED IN ANY LEGAL DISPUTE RELATING COURT AND THAT RELATE TO THIS AGREEMENT. IF THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH RIGHTS FOLLOWING CONSULTATION WITH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTCOUNSEL. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.​

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware New York or the federal courts located in the State of Delaware New York in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware New York and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improper. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.. [No further text appears; signature pages follow]

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware New York or the federal courts located in the State of Delaware New York in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware New York and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improper. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Jurisdiction and Venue; Waiver of Jury Trial. The undersigned irrevocably consents parties hereto hereby agree and consent to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located in the State of Delaware in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction of any federal court of the above named courts for District of Delaware or the Delaware Court of Chancery over any reasonaction, suit or proceeding (ba “Legal Action”) such Legal Proceeding may not be brought arising out of or is not maintainable in such court, (c) its property is exempt or immune from execution, (d) such Legal Proceeding is brought in connection with this Agreement. The parties hereto irrevocably waive the defense of an inconvenient forum or (e) to the venue maintenance of any such Legal Action. Each of the parties hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such Legal Action by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such Legal registered mail. Nothing in this Section 5.10 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law. To the extent not prohibited by applicable law that cannot be waived, each of the parties hereto waives, and covenants that such party will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any issue, claim or Proceeding arising out of this Agreement or the subject matter hereof or in any way connected with the dealings of any stockholder in connection with any of the above, in each case whether now existing or hereafter arising and whether in contract, tort or otherwise. Each of the parties hereto acknowledges that it has been informed by the other party hereto that this Section 5.10 constitutes a material inducement upon which it is improperrelying and will rely in entering into this Agreement and the transactions contemplated hereby. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVEDAny party hereto may file an original counterpart or a copy of this Section 5.10 with any court as written evidence of the consent of each such party to the waiver of its right to trial by jury.