Common use of Specific Enforcement, Consent to Jurisdiction Clause in Contracts

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Xxxxxx & Xxxxxx, LLP as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 2.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breachedbreached and that monetary damages, even if available, would not be an adequate remedy therefor and that the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. It is accordingly agreed that that, the Parties Company and Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this AgreementAgreement without proof of actual damages. The parties hereto further agree not to assert that a remedy of specific enforcement by the Company or Parent is unenforceable, this being in addition invalid, contrary to any other remedy to which they are entitled at Law or in equityinequitable for any reason, without the necessity of proving the inadequacy and not to assert that a remedy of monetary damages would provide an adequate remedy or of posting bond that the Company or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is Parent otherwise have an adequate remedy at Lawlaw. The parties hereto acknowledge and agree that either the Company or Parent seeking an order or injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.10 shall not be required to provide any bond or other security in connection with any such order or injunction. (b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or if such court declines to accept jurisdiction over a particular matter, any state or Federal court within the state of Delaware) for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement and the rights and obligations hereunder or the Transactions or for the recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or the Transactions. Each of the Parties parties hereto hereby irrevocably consents submits with regard to any such action or proceeding for itself and submits itself in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any actions relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of the State of New York parties hereto irrevocably and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), unconditionally waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Actionaction or proceeding with respect to this Agreement or the Transactions, suit (x) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.10, (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 otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (1) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (2) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper, or is not maintainable in such Agreed Court (3) this Agreement, or that the venue thereof may not be appropriate or that this Agreement or any such document subject matter hereof, may not be enforced in or by such Agreed Court, and courts. To the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the fullest extent permitted by applicable Law, over each of the subject matter parties hereto hereby consents to the service of process in accordance with Section 8.02; provided, however, that nothing herein shall affect the right of any dispute with respect party to the Agreed Issues and agree that mailing of serve legal process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofLaw.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. The Parties Shareholders agree that irreparable damage would occur and that the Parties Shareholders would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties Shareholders shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action action is brought in equity to enforce the provisions of this Agreement, no Party Shareholder shall allege, and each Party Shareholder waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Shareholders hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Actionaction, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party Shareholder is not subject thereto or that such Actionaction, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties Shareholders irrevocably agree that all claims with respect to any Actionaction, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties Shareholders hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties Shareholders and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the Registration Rights Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the Registration Rights Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located District Court sitting in the Borough of Manhattan, The City Southern District of New York (collectivelyfor the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement or the Registration Rights Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate of the suit, action or that proceeding is improper. Any suit, action or proceeding arising out of or relating to this Agreement or the Registration Rights Agreement brought by either the Company or the Purchaser shall be brought in the jurisdiction of the United States District Court sitting in the Southern District of New York. Each of the Company and the Purchaser consents to process being served in any such document may not be enforced in or by such Agreed Courtsuit, and the Parties irrevocably agree that all claims with respect to any Action, suit action or proceeding with respect by mailing a copy thereof to such party at the Agreed Issues address in effect for notices to it under this Agreement and agrees that such service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that that, as may be ordered by a court with jurisdiction pursuant to this Section, the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any Delaware state superior court, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreementaddition, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby parties hereto (a) irrevocably consents and submits submit itself to the personal jurisdiction of the courts Delaware Court of the State of New York and the federal courts of the United States of America located Chancery (or in the Borough event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, in any Delaware state superior court) in the event any dispute arises out of Manhattan, The City of New York (collectively, this Agreement or the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of transactions contemplated by this Agreement, (b) 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 the documents referred (c) agrees that it will not bring any action relating to herein and this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery (collectivelyor in the event, but only in the “Agreed Issues”event, that such court does not have subject matter jurisdiction over such action or proceeding, in any Delaware state superior court), . Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Actionaction or proceeding with respect to this Agreement, suit (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.10, (ii) 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 otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (B) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper or is not maintainable in such Agreed Court (C) this Agreement, or that the venue thereof may not be appropriate or that subject matter of this Agreement or any such document Agreement, may not be enforced in or by such Agreed Courtcourts. Each of the parties hereby consents to service being made through the notice procedures set forth in Section 9.02 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the Parties irrevocably agree that all claims with respect to respective addresses set forth in Section 9.02 shall be effective service of process for any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action this Agreement or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted transactions contemplated by Law shall be valid and sufficient service thereofthis Agreement.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 4.10 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the United States District Court for the Southern District of New York, or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York County, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In addition, each of the event parties irrevocably agrees that any Action is legal action or proceeding arising out of or related to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be brought and determined in equity to enforce the provisions United States District Court for the Southern District of this AgreementNew York, no Party shall allegeor, if such court does not have subject matter jurisdiction, the state courts of New York located in New York County, and each Party waives of the defense parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, unconditionally, with regard to any such action or counterclaim that there is an adequate remedy at Lawproceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the Parties parties agrees further to accept service of process in any manner permitted by such court. Each of the parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), unconditionally waives, and agrees not to assert, by way of motion or as a defense defense, counterclaim or otherwise, in any Actionaction or proceeding arising out of or related to this Agreement or the transactions contemplated hereby, suit (a) any claim that it is not personally subject to the jurisdiction of the above-named court for any reason other than the failure lawfully to serve process, (b) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, that (i) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (ii) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper, or is not maintainable in such Agreed Court (iii) this Agreement, or that the venue thereof may not be appropriate or that this Agreement or any such document subject matter hereof, may not be enforced in or by such Agreed Courtcourt. Notwithstanding the foregoing, and each of the Parties irrevocably agree parties hereto agrees that all claims with respect each of the other parties shall have the right to bring any Action, suit action or proceeding with respect to for enforcement of a judgment entered by the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed United States District Court jurisdiction over for the Person Southern District of New York or, if such parties and, to the extent permitted by Law, over the court does not have subject matter jurisdiction, the state courts of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers New York located in connection with any such Action or proceeding in the manner provided in Section 4.09 New York County, or in such any other manner as may be permitted by Law shall be valid and sufficient service thereofcourt or jurisdiction.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Xxxxxx & Xxxxxx, LLP, with its office at 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000, as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreementaddition, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby parties hereto (a) irrevocably consents and submits submit itself to the personal jurisdiction of the courts Delaware Court of Chancery (or in the State of New York and event, but only in the federal courts of event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of America located Delaware) in the Borough event any dispute arises out of Manhattan, The City of New York (collectively, this Agreement or the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of transactions contemplated by this Agreement, (b) 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 the documents referred (c) agrees that it will not bring any action relating to herein and this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery (collectivelyor in the event, but only in the “Agreed Issues”event, that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware), . Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Actionaction or proceeding with respect to this Agreement, suit (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 8.10, (ii) 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 otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (B) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper or is not maintainable in such Agreed Court (C) this Agreement, or that the venue thereof may not be appropriate or that subject matter of this Agreement or any such document Agreement, may not be enforced in or by such Agreed Courtcourts. Each of the parties hereby consents to service being made through the notice procedures set forth in Section 8.02 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the Parties irrevocably agree that all claims with respect to respective addresses set forth in Section 8.02 shall be effective service of process for any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action this Agreement or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted transactions contemplated by Law shall be valid and sufficient service thereofthis Agreement.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would may occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall parties may be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Northern District of Texas and submits itself to the personal jurisdiction of the courts of the State of New York and Texas located in Dallas County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of each such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties they would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law Law. Each of the Parties hereby submits to the exclusive jurisdiction of any competent court in Amsterdam (such courts, the “Chosen Courts”). In addition, each of the Parties irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any litigation directly or in equityindirectly based upon, without relating to or arising out of this Agreement or any of the necessity of proving transactions contemplated hereunder or the inadequacy of monetary damages negotiation, execution or of posting bond performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other undertakingrequest for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the Chosen Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a remedy defense, counterclaim or otherwise, in any litigation with respect to this Agreement, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 8.09, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to obtain injunctive relief against the fullest extent permitted by the applicable Law, any breach claim that (i) the suit, action or threatened breach hereof. In the event that any Action proceeding in such court is brought in equity to enforce an inconvenient forum, (ii) the provisions venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, no Party shall allege, and each Party waives the defense may not be enforced in or counterclaim that there is an adequate remedy at Lawby such courts. Each of the Parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 8.01 and submits itself agrees that service of any process, summons, notice or document by personal delivery to the personal jurisdiction respective addresses set forth in Section 8.01 shall be effective service of the courts of the State of New York and the federal courts of the United States of America located process for any litigation in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of connection with this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by hereunder. Nothing in this Agreement (collectively, Section 8.09 shall affect the “Agreed Issues”), waives, and agrees not right of any Party to assert, as a defense serve legal process in any Action, suit other manner required or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each non-exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Central District of California and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America California located in the Borough of Manhattan, The City of New York (collectivelyLos Angeles, for the “Agreed Courts”) solely in respect purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement, the Certificate of Designation or the Registration Rights Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the Registration Rights Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate 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 in this Section 9.2 shall affect or limit any right to serve process in any other manner permitted by law. The parties hereto agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Preferred Shares, the Warrants, this Agreement or any such document may not be enforced in or by such Agreed Court, the other agreements between the Purchasers and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues Company contemplated hereby shall be heard and determined only in an Agreed Court. The Parties hereby consent entitled to and grant to each Agreed Court jurisdiction over reimbursement for reasonable legal fees from the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofnon-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in any court of the State of New York or any federal court sitting in the Southern District of New York, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreementaddition, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby parties hereto (a) irrevocably and unconditionally consents to submit itself and submits itself its property to the personal exclusive jurisdiction and venue of the courts Supreme Court of the State of New York and (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal Court of the United States of America located sitting in the Borough of Manhattan, The City Southern District of New York (collectively, York) in the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions event any dispute arises out of this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement Agreement, (collectivelyb) agrees that all claims in respect of such action or proceeding must be commenced, and may be heard and determined, exclusively in the “Agreed Issues”), aforementioned courts (c) 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 the aforementioned courts; and (d) to the fullest extent permitted by law, (i) waives the defense of an inconvenient forum to the maintenance of such action or proceeding in the aforementioned courts, (ii) agrees not to assert, as a defense in assert any Action, suit claim that it or proceeding in an Agreed Court with respect to the Agreed Issues that its property is exempt or immune from jurisdiction of any such Party is not subject thereto court or that such Action, suit or proceeding may not be brought or is not maintainable from any legal process commenced in such Agreed Court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or that the venue thereof may otherwise), and (iii) agrees not be appropriate or to assert any claim that this Agreement Agreement, or any such document the subject matter hereof, may not be enforced in or by such Agreed Court, and courts. Each of the Parties irrevocably agree parties hereto agrees that all claims with respect to a final judgment in any Action, suit such action or proceeding with respect to the Agreed Issues shall be heard conclusive and determined only may be enforced in an Agreed Courtother jurisdictions by suit on the judgment or in any other manner provided by law. The Parties hereby consent Each party to and grant this Agreement irrevocably consents to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing service of process or other papers in connection with any such Action or proceeding in the manner provided for notices in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof8.02.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Northern District of Texas and submits itself to the personal jurisdiction of the courts of the State state of New York and Texas located in Dallas County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Northern District of Texas and submits itself to the personal jurisdiction of the courts of the State of New York and Texas located in Dallas, Texas, for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby, (collectively, the “Agreed Issues”), waivesii) hereby waive, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate of the suit, action or that this Agreement or any such document may not be enforced in or by such Agreed Courtproceeding is improper, and the Parties irrevocably agree that (iii) hereby waive any and all claims rights they may have to a trial by jury with respect to any Actionsuit, suit action or proceeding with respect to the Agreed Issues shall be heard and determined only based on, or arising out of, under, or in an Agreed Courtconnection with, this Agreement. The Parties hereby Company and each Purchaser consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers being served in connection with any such Action suit, action or proceeding by mailing a copy thereof to such party at the address in the manner provided in Section 4.09 or in effect for notices to it under this Agreement and agrees that such other manner as may be permitted by Law service shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Notes, the Warrants, the AIRs or any Transaction Document shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedbreached and that monetary damages, even if available, would not be an adequate remedy therefor and that the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. It is accordingly agreed that that, the Parties Company and Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement without proof of actual damages. The parties hereto further agree not to assert that a remedy of specific enforcement by the Company or Parent is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the Company or Parent otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that either the Company or Parent seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in accordance with this Section 8.10 shall not be required to provide any bond or other security in connection with any such order or injunction. For the avoidance of doubt, (i) in the event that at the Closing Parent and Sub do not have adequate cash resources to fund the Required Closing Cash Payments (whether as a result of the proceeds of any external financing sources or otherwise), Parent shall, and shall cause its Affiliates to, take all actions within their control and otherwise use their best efforts to obtain such cash resources as promptly as practicable, and (ii) the Company's rights to specific performance under this being Section 8.10 shall include the right to specifically enforce Parent's obligations under clause (i) of this sentence. (b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware and (ii) the United States District Court located in addition the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or the Transactions. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the Transactions in (i) the Court of Chancery of the State of Delaware or (ii) the United States District Court located in the State of Delaware and waives any claim that such suit or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final and unappealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction within or outside the United States or in any other remedy to which they are entitled at manner provided in Law or in equity. Notwithstanding the foregoing, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, against the Debt Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the personal jurisdiction of Debt Financing Commitment or the courts performance thereof, in any forum other than the Supreme Court of the State of New York and York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts of Federal courts, the United States of America located in District Court for the Borough of Manhattan, The City Southern District of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”appellate courts thereof), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Axxxxx & Jxxxxx, LLP as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions provision of this Agreement Amendment were not performed in accordance with their its specific terms or were otherwise breachedbreached and that monetary damages, even if available, would not be an adequate remedy therefor and that the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into the Merger Agreement or this Amendment. It is accordingly agreed that that, the Parties Company and Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement Amendment and to enforce specifically the performance of the terms and provisions of this Amendment without proof of actual damages. The parties hereto further agree not to assert that a remedy of specific enforcement by the Company or Parent is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the Company or Parent otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that either the Company or Parent seeking an order or injunction to prevent breaches of this Amendment and to enforce specifically the terms and provisions of this Agreement, Amendment in accordance with this being in addition Section 6 shall not be required to provide any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertakingsecurity in connection with any such order or injunction. (b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or if such court declines to accept jurisdiction over a particular matter, as a remedy any state or Federal court within the state of Delaware) for the purposes of any suit, action or other proceeding arising out of or relating to this Amendment and to obtain injunctive relief against the rights and obligations hereunder or for the recognition and enforcement of any breach or threatened breach hereof. In the event that any Action is brought judgment in equity to enforce the provisions respect of this Agreement, no Party shall allege, Amendment and each Party waives the defense or counterclaim that there is an adequate remedy at Lawrights and obligations arising hereunder. Each of the Parties parties hereto hereby irrevocably consents submits with regard to any such action or proceeding for itself and submits itself in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any actions relating to this Amendment in any court other than the aforesaid courts. Each of the State of New York parties hereto irrevocably and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), unconditionally waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Actionaction or proceeding with respect to this Amendment, suit (x) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6, (y) 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 otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (1) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (2) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper, or is not maintainable in such Agreed Court (3) this Amendment, or that the venue thereof may not be appropriate or that this Agreement or any such document subject matter hereof, may not be enforced in or by such Agreed Court, and courts. To the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the fullest extent permitted by applicable Law, over each of the subject matter parties hereto hereby consents to the service of process in accordance with Section 8.02 of the Merger Agreement; provided, however, that nothing herein shall affect the right of any dispute with respect party to the Agreed Issues and agree that mailing of serve legal process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofLaw.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Investor acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof, this being in addition to any other remedy to which they are either of them may be entitled at Law by law or in equity. (b) Except as hereinafter provided, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Company and the Investor (i) hereby irrevocably consents and submits itself to the personal exclusive jurisdiction of the Federal and state courts in Los Angeles County, California for the purposes of the State any suit, action or proceeding arising out of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not of the suit, action or proceeding is improper. Notwithstanding the foregoing, at the option of the Investor, all controversies, claims, disputes or counterclaims arising under or relating to Section 1.4(d) of this Agreement, whether they involve a disagreement about its meaning, interpretation, application, performance, breach, termination, enforceability or validity and whether based on statute, tort, contract, common law or otherwise (a "Dispute") shall be appropriate or that this Agreement or any arbitrable (an "Arbitration"). Any such document may not Arbitration shall be enforced conducted in or Los Angeles, California by such Agreed Courtthe American Arbitration Association, and the Parties irrevocably agree judgment rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such Arbitration shall commence within 14 days of the date of filing a demand for arbitration, and the arbitrator shall render his or her decision within 30 days of the date of filing a demand for arbitration. In any such Arbitration, the arbitrator, who shall be a certified public accountant, shall determine all questions or arbitrability, including, without limitation, the scope of this agreement to arbitrate a Dispute, whether an agreement to arbitrate exists and if so whether it covers the Dispute in question or any other form of disagreement or conflict among the parties to this Agreement whether such Dispute existed, prior to or arises after the date of this Agreement. Any such Arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitrator, shall have no power to order discovery. The arbitration award shall be in writing. The arbitrator may not make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. The arbitrator shall have the authority to award any remedy or relief that a court of the State of California could order or grant, including, without limitation, specific performance of any obligation created under Section 1.4(d) of this Agreement (including specific performance of the issuance of the Warrants provided for thereunder). To the extent that the Company has not timely issued Warrants to the Investor in accordance with Section 1.4(d) above, in any such Arbitration the arbitrator shall order the Company to issue such Warrants at an exercise price equal to the lower of the exercise price specified in Section 1.4(d) and a price equal to 94% of the average closing bid price for the Common Stock on the Principal Market as reported by Bloomberg (or other appropriate published source) during the ten trading days prior to the date the Warrants are actually issued by the Company, which date shall be no later than ten days after the date or the arbitrator's ruling, finding or award. The arbitrator is empowered to award damages in excess of compensatory damages, including punitive damages. The parties and the arbitrator may not disclose the existence, content or results of any Arbitration hereunder without the prior written consent of all claims with respect of the parties, except as required by the Civil Code of Procedure of California Section 1281-9 or as required by applicable law. Each of the Company and the Investor consents to process being served in any Actionsuch suit, suit action or proceeding with respect by mailing a copy thereof to such party at the Agreed Issues address in effect for notices to it under this Agreement and agrees that such service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve process in any other manner permitted by law. The prevailing party in any such suit, action or proceeding shall be entitled to attorney's fees and costs.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the following sentence. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement (including Section 6.03 and Section 6.14) in any court of the State of Delaware or any Federal court sitting in the State of Delaware, this being in addition to any other remedy to which they are entitled at Law law or in equity, without other than as limited hereunder; provided that notwithstanding anything to the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought contrary in equity to enforce the provisions of this Agreement, no Party neither the Company nor any of its Affiliates shall allegebe entitled to any injunction or specific performance or enforcement of the terms of this Agreement with respect to the failure of Parent or Merger Sub to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer (or to otherwise consummate the Offer) when required pursuant to Section 1.01 due to (A) the failure by Parent or Merger Sub to receive the proceeds of the Debt Financing (or any Alternative Financing) or (B) (i) the failure by the parties to satisfy any of the Offer Conditions relating to Antitrust Laws or (ii) circumstances giving rise to the accrual of termination rights hereunder relating to Antitrust Laws, in each case specified in the immediately preceding clause (B)(i) or (B)(ii), under the circumstances contemplated by Section 6.06(c)(i), which remedies are hereby waived by the Company on behalf of itself and each Party waives the defense or counterclaim that there is an adequate remedy at Law. its Affiliates. (b) Each of the Parties hereby irrevocably parties hereto (i) consents and submits to submit itself to the personal jurisdiction of the courts Delaware Court of Chancery, any other court of the State of New York Delaware and the federal courts of the United States of America located any Federal court sitting in the Borough State of Manhattan, The City Delaware in the event any dispute arises out of New York (collectively, this Agreement or the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of transactions contemplated by this Agreement, (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 the documents referred (iii) agrees that it will not bring any action relating to herein and this Agreement or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Actioncourt other than the Delaware Court of Chancery (or, suit or proceeding in an Agreed if the Delaware Court with respect to of Chancery shall be unavailable, any other court of the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement State of Delaware or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding Federal court sitting in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofState of Delaware).

Specific Enforcement, Consent to Jurisdiction. The Parties SPAC Sponsor and the Subscriber acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Subscription Agreement and to enforce specifically the terms and provisions of this Agreementhereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or equity. Any action brought by either party against the other to compel arbitration or for specific enforcement or injunction relief shall be brought only in the state courts of New York or in equitythe federal courts located in the state and county of New York. The parties to this Subscription Agreement hereby irrevocably waive any objection to jurisdiction and venue of any such action instituted under this Section 5.6 and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Subscription Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the SPAC Sponsor agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury with respect to any such actions. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, without action or proceeding under this Section 5.6 by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the necessity address in effect for notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of proving 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. the inadequacy SPAC Sponsor and the Subscriber hereby irrevocably waive and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of monetary damages such court, that the suit, action or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action proceeding is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by such Agreed Courtsuit, and the Parties irrevocably agree that all claims with respect to any Action, suit action or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofis improper.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware (without proof of actual damages and each party hereby waives any requirement for the securing or posting of any bond in connection with any such remedy), this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties parties hereto hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York Delaware and the federal Federal courts of the United States of America located in the Borough State of Manhattan, The City of New York Delaware (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), . Each of parties hereby waives, and agrees not to assert, as a defense in any Actionaction, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party party is not subject thereto or that such Actionaction, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties parties hereto irrevocably agree that all claims with respect to any Actionaction, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties parties hereby consent to and grant to each Agreed Court jurisdiction over the Person person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 4.09 9.03 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. Notwithstanding anything in this Agreement to the contrary, each party hereto hereby irrevocably and unconditionally agrees that it will not bring or support any action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Commitment, the Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the Borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 9.12 relating to the waiver of jury trial shall apply to any such action, suit or proceeding. In no event shall Purchaser be forced to litigate against its Financing Sources. (b) Notwithstanding anything in this Agreement to the contrary but without limiting Section 9.11(a), the parties hereby further acknowledge and agree that the Company shall be entitled to specific performance to cause Purchaser to effect the Closing in accordance with Section 1.02, on the terms and subject to the conditions in this Agreement if (a) all conditions in Section 7.01 and Section 7.02 have been satisfied (other than those conditions that, by their nature, are to be satisfied at the Closing or the failure of which to be satisfied is attributable, in whole or in part, to a breach by Purchaser of its representations, warranties, covenants or agreements contained in this Agreement) and (b) the Financing has been funded or is available to be funded at the Closing.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, without the necessity of proving the inadequacy invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages or would provide an adequate remedy. For the avoidance of posting bond or other undertakingdoubt, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In in the event that Section 7.03(g) becomes operative, any Action is brought Termination Fee paid in equity accordance with Section 7.03 shall be the sole and exclusive remedy of the other party to enforce the provisions extent set forth in Section 7.03(g). (b) In addition, each of this Agreement, no Party shall allegethe parties hereto (a) consents to submit itself, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself itself, to the personal jurisdiction of the courts Court of Chancery of the State of New York Delaware and the federal courts any court of the United States of America located in the Borough State of ManhattanDelaware, The City in the event any dispute arises out of New York (collectively, the “Agreed Courts”) solely in respect this Agreement or any of the interpretation and enforcement of the provisions of transactions contemplated by this Agreement, (b) 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 agrees not to plead or claim any objection to the documents referred laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to herein and this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction is vested in the Federal courts, any court of the United States located in the State of Delaware and (collectivelyd) consents to service of process being made through the notice procedures set forth in Section 8.02. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the “Agreed Issues”United States District Court for the Southern District of New York (and appellate courts thereof). Without limiting other means of service of process permissible under applicable Law, waiveseach of the Company, Parent and Merger Sub hereby agrees not that service of any process, summons, notice or document by U.S. registered mail to assert, as a defense the respective addresses set forth in Section 8.02 shall be effective service of process for any Action, suit or proceeding in an Agreed Court connection with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereoftransactions contemplated hereby.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Court of Chancery of the State of Delaware or any court of the United States located in the State of New York without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, without the necessity of proving the inadequacy invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages or would provide an adequate remedy. (b) In addition, each of posting bond or other undertaking, as a remedy and the parties hereto (a) consents to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allegesubmit itself, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself itself, to the personal jurisdiction of the courts Court of Chancery of the State of Delaware and any court of the United States located in the State of New York, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) 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 agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, any court of the United States located in the State of New York and (d) consents to service of process being made through the federal courts notice procedures set forth in Section 8.02. (c) Notwithstanding anything in this Agreement to the contrary, each of the United States parties hereto agrees that it will not bring or support any action, cause of America located action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Borough Financing Sources in any way relating to this Agreement or any of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectivelyAgreement, including but not limited to any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the “Agreed Issues”United States District Court for the Southern District of New York (and appellate courts thereof). (d) Without limiting other means of service of process permissible under applicable Law, waiveseach of the Company and Parent hereby agrees that service of any process, and agrees not summons, notice or document by U.S. registered mail to assert, as a defense the respective addresses set forth in Section 8.02 shall be effective service of process for any Action, suit or proceeding in an Agreed Court connection with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereoftransactions contemplated hereby.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Xxxxxx Xxxxxxx Xxxxxxx & Li LLC, with offices at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breachedbreached and that monetary damages, even if available, would not be an adequate remedy therefor and that the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. It is accordingly agreed that that, the Parties Company and Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement without proof of actual damages. The parties hereto further agree not to assert that a remedy of specific enforcement by the Company or Parent is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the Company or Parent otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that either the Company or Parent seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in accordance with this Section 8.10 shall not be required to provide any bond or other security in connection with any such order or injunction. (b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware and (ii) the United States District Court located in the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this being Agreement or the Transactions. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the Transactions in addition to (i) the Court of Chancery of the State of Delaware or (ii) the United States District Court located in the State of Delaware and waives any claim that such suit or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final and unappealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction within or outside the United States or in any other remedy to which they are entitled at manner provided in Law or in equity. Notwithstanding the foregoing, each of the parties hereto agrees that (I) it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in Law or in equity, without against the necessity of proving the inadequacy of monetary damages Financing Sources in any way relating to this Agreement or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself Transactions, including any dispute arising out of or relating in any way to the personal jurisdiction Debt Financing Commitment or the performance thereof, in any forum other than the Supreme Court of the State of New 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 Southern District of New York (and appellate courts thereof) and (II) solely for purposes of any such action, cause of action, claim, cross-claim or third-party claim referred to in clause (I), this Agreement shall be governed by and construed in accordance with the internal laws and judicial decisions of the State of New York applicable to agreements executed and the federal courts performed entirely within such state, regardless of the United States laws that might otherwise govern under applicable principles of America located in the Borough conflicts of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service laws thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company, Falcon and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity. (b) The Company, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, Falcon and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court for the Southern District of New York and submits itself to the personal jurisdiction of the courts of the State of New York and located in New York County, for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of each such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company, Falcon and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company, Falcon and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. EACH 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Southern District of New York and submits itself to the personal jurisdiction of the courts of the State of New York and located in New York County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of each such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties Company and the Subscriber acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Company and the Subscriber (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Subscriber consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8(B) shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without . (b) The Company and the necessity of proving Purchaser (i) hereby irrevocably submit to the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Northern District of Texas and submits itself to the personal jurisdiction of the courts of the State of New York and Texas located in Dallas County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and the Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchaser hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement the Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of this Agreement the provisions of the Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, action or proceeding arising out of or relating to this Agreement or the “Agreed Courts”) solely in respect Certificate of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and Designation or the transactions contemplated by this Agreement hereby and thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 5.02 shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Court of Chancery of the State of Delaware or any federal court of competent jurisdiction located in the Borough of Manhattan in the State of New York without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, without the necessity of proving the inadequacy invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any would provide an adequate remedy. (b) Any Action is brought in equity to enforce the provisions arising out of this Agreement, no Party shall allege, and each Party waives the defense Agreement or counterclaim that there is an adequate remedy at Law. Each any of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectivelymay only be brought in the Court of Chancery of the State of Delaware or any federal court of competent jurisdiction located in the Borough of Manhattan in the State of New York, and each party hereto irrevocably consents to the “Agreed Issues”)jurisdiction and venue of the United States District Court for the Southern District of New York and the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each party hereto irrevocably consents to the jurisdiction and venue of the Court of Chancery of the State of Delaware and the courts hearing appeals therefrom. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that Action arising out of this Agreement or any of the transactions contemplated by this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.9, that it or its property is exempt or immune from jurisdiction of any such document 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 otherwise), and to the fullest extent permitted by applicable Law, that the Action in any such court is brought in an inconvenient forum, that the venue of such Action is improper, or that this Agreement, or the subject matter of this Agreement, may not be enforced in or by such Agreed Courtcourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that it will at all times have an agent for service of process for the above purposes. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any Action arising out of this Agreement or any of the transactions contemplated by this Agreement by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that each such party’s consent to jurisdiction and service contained in this Section 9.9 is solely for any Action arising out of this Agreement or any of the transactions contemplated by this Agreement and shall not be deemed to be a general submission to said courts other than for such purpose. (c) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and irrevocably agree (i) that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources arising out of, or relating to, the transactions contemplated hereby, the Financing Commitments, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and the Parties irrevocably agree that all claims any appellate court thereof and each Party hereto submits for itself and its property with respect to any Action, suit or proceeding with respect such Action to the Agreed Issues exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such Action in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 9.2 shall be heard effective service of process against them for any such Action brought in any such court, (iv) to waive and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties andwaive, to the fullest extent permitted by Lawlaw, over the subject matter any objection which any of any dispute with respect them may now or hereafter have to the Agreed Issues laying of venue of, and agree that mailing the defense of process or other papers in connection with an inconvenient forum to the maintenance of, any such Action in any such court, (v) to waive and hereby waive any right to trial by jury in respect of any such Action, (vi) that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding in any other manner provided by Law, (vii) that any such Action shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the manner provided application of the laws of any other State, (viii) none of the Financing Sources will have any liability to the Company or its Affiliates (excluding at and after the Effective Time, Parent and its Subsidiaries) relating to or arising out of this Agreement, the Financing or otherwise, whether at law, or equity, in Section 4.09 contract, in tort or otherwise, and neither the Company nor any of its Affiliates (excluding at and after the Effective Time, Parent and its Subsidiaries) will have any rights or claims against any of the Financing Sources hereunder or thereunder, and in such other manner as no event shall the Company be entitled to seek the remedy of specific performance of this Agreement against the Financing Sources and (ix) that the Financing Sources are express third party beneficiaries of, and may be permitted by Law shall be valid and sufficient service thereofenforce, any provisions in this Agreement reflecting the foregoing agreements.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Party hereby irrevocably consents and submits itself to the personal jurisdiction of the courts Court of Chancery of the State of New York Delaware and the federal Federal courts of the United States of America located in the Borough State of Manhattan, The City of New York Delaware (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), ) and waives, and agrees not to assert, as a defense in any Action, suit or proceeding Action in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding Action may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding Action with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person person of such parties Parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 10.04 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the Registration Rights Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the Registration Rights Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located District Court sitting in the Borough of Manhattan, The City Southern District of New York (collectivelyfor the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement or the Registration Rights Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate of the suit, action or that proceeding is improper. Any suit, action or proceeding arising out of or relating to this Agreement or the Registration Rights Agreement brought by either the Company or the Purchasers shall be brought in the jurisdiction of the United States District Court sitting in the Southern District of New York. Each of the Company and the Purchasers consents to process being served in any such document may not be enforced in or by such Agreed Courtsuit, and the Parties irrevocably agree that all claims with respect to any Action, suit action or proceeding with respect by mailing a copy thereof to such party at the Agreed Issues address in effect for notices to it under this Agreement and agrees that such service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction, the state courts of New York located in New York County, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In addition, each of the event parties irrevocably agrees that any Action is legal action or proceeding arising out of or related to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be brought and determined in equity to enforce the provisions United States District Court for the Southern District of this AgreementNew York, no Party shall allegeor if such court does not have subject matter jurisdiction, the state courts of New York located in New York County, and each Party waives of the defense parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, unconditionally, with regard to any such action or counterclaim that there is an adequate remedy at Lawproceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the Parties parties agrees further to accept service of process in any manner permitted by such court. Each of the parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), unconditionally waives, and agrees not to assert, by way of motion or as a defense defense, counterclaim or otherwise, in any Actionaction or proceeding arising out of or related to this Agreement or the transactions contemplated hereby, suit (a) any claim that it is not personally subject to the jurisdiction of the above-named court for any reason other than the failure lawfully to serve process, (b) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, that (i) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (ii) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper, or is not maintainable in such Agreed Court (iii) this Agreement, or that the venue thereof may not be appropriate or that this Agreement or any such document subject matter hereof, may not be enforced in or by such Agreed Courtcourt. Notwithstanding the foregoing, and each of the Parties irrevocably agree parties hereto agrees that all claims with respect each of the other parties shall have the right to bring any Action, suit action or proceeding with respect to for enforcement of a judgment entered by the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed United States District Court jurisdiction over for the Person Southern District of New York or if such parties and, to the extent permitted by Law, over the court does not have subject matter jurisdiction, the state courts of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers New York located in connection with any such Action or proceeding in the manner provided in Section 4.09 New York County, or in such any other manner as may be permitted by Law shall be valid and sufficient service thereofcourt or jurisdiction.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties they would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties parties hereto hereby irrevocably consents and submits itself to the personal exclusive jurisdiction of the courts Court of Chancery of the State of New York and 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 located in America, the Borough United States District Court for the District of Manhattan, The City of New York Delaware) (collectivelysuch courts, the “Agreed Chosen Courts”) solely in respect )). In addition, each of the interpretation and enforcement parties irrevocably (a) submits itself to the exclusive jurisdiction of the provisions Chosen Courts for the purpose of any litigation directly or indirectly based upon, relating to or arising out of this AgreementAgreement or any of the Transactions or the negotiation, execution or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and the documents referred (c) agrees that it will not bring any action relating to herein and the transactions contemplated by this Agreement (collectively, or the “Agreed Issues”), Transactions in any court other than the Chosen Courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Actionlitigation with respect to this Agreement, suit (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 9.09, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (ii) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper or is not maintainable in such Agreed Court (iii) this Agreement, or that the venue thereof may not be appropriate or that subject matter of this Agreement or any such document Agreement, may not be enforced in or by such Agreed Courtcourts. Each of the parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 9.02 and agrees that service of any process, summons, notice or document by personal delivery to the respective addresses set forth in Section 9.02 shall be effective service of process for any litigation in connection with this Agreement or the Transactions. Nothing in this Section 9.09 shall affect the right of any party to serve legal process in any other manner permitted by Law. (b) Notwithstanding anything in the preceding clause (a) to the contrary, and without limiting anything set forth in Section 9.17, each of the Parties irrevocably parties hereto (on behalf of itself and its controlled Affiliates) agrees that it will not bring or support any suit, action or other proceeding (whether at law, in equity, in contract, in tort or otherwise) against any Debt Financing Source or Debt Financing Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement (including the Transactions and any related financing), including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than any New York State court or federal court sitting in the county of New York and the Borough of Manhattan (and appellate courts thereof), except to the extent such courts do not have jurisdiction over any Debt Financing Source or Debt Financing Party. The parties hereto further agree that all claims with respect of the provisions of Section 9.10 relating to waiver of jury trial shall apply to any Actionsuit, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process action or other papers proceeding referenced in connection with any such Action or proceeding in the manner provided in this Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof9.09.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties they would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law Law. Each of the Parties hereby submits to the exclusive jurisdiction of any competent court in Amsterdam (such courts, the “Chosen Courts”). In addition, each of the Parties irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any litigation directly or in equityindirectly based upon, without relating to or arising out of this Agreement or any of the necessity of proving transactions contemplated hereunder or the inadequacy of monetary damages negotiation, execution or of posting bond performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other undertakingrequest for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the Chosen Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a remedy defense, counterclaim or otherwise, in any litigation with respect to this Agreement, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 7.10, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to obtain injunctive relief against the fullest extent permitted by the applicable Law, any breach claim that (i) the suit, action or threatened breach hereof. In the event that any Action proceeding in such court is brought in equity to enforce an inconvenient forum, (ii) the provisions venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, no Party shall allege, and each Party waives the defense may not be enforced in or counterclaim that there is an adequate remedy at Lawby such courts. Each of the Parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 7.2 and submits itself agrees that service of any process, summons, notice or document by personal delivery to the personal jurisdiction respective addresses set forth in Section 7.2 shall be effective service of the courts of the State of New York and the federal courts of the United States of America located process for any litigation in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of connection with this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by hereunder. Nothing in this Agreement (collectively, Section 7.10 shall affect the “Agreed Issues”), waives, and agrees not right of any Party to assert, as a defense serve legal process in any Action, suit other manner required or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. The Parties parties hereto agree that irreparable damage would occur and that the Parties they would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Chancery Court of the State of 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 or the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”), without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law law or in equity. In addition, without each of the necessity parties irrevocably (i) submits itself to the exclusive jurisdiction of proving the inadequacy Chosen Courts for the purpose of monetary damages any litigation directly or indirectly based upon, relating to or arising out of posting bond this Agreement or any of the Transactions or the negotiation, execution or performance hereof or thereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other undertaking, as a remedy request for leave from the Chosen Courts and (iii) agrees that it will not bring any action relating to obtain injunctive relief against this Agreement or the Transactions in any breach or threatened breach hereof. In court other than the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at LawChosen Courts. Each of the Parties parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Actionlitigation with respect to this Agreement, suit (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 13(e), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (B) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper or is not maintainable in such Agreed Court (C) this Agreement, or that the venue thereof may not be appropriate or that subject matter of this Agreement or any such document Agreement, may not be enforced in or by such Agreed Courtcourts. Each of the parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 13(a) and agrees that service of any process, and the Parties irrevocably agree that all claims with respect to any Actionsummons, suit notice or proceeding with respect document by personal delivery to the Agreed Issues respective addresses set forth in Section 13(a) shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing effective service of process or other papers for any litigation in connection with this Agreement or the Transactions. Nothing in this Section 13(e) shall affect the right of any such Action or proceeding party to serve legal process in the manner provided in Section 4.09 or in such any other manner as may be permitted by Law shall be valid and sufficient service thereoflaw.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.3 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Loeb & Loeb LLP, with offices at 300 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Gracin & Xxxxxx, LLP as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Subscriber acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Subscriber (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Subscriber consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.3 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would may occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall parties may be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. The Parties Company and Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or equity. (a) The Company and the Purchasers acknowledge and agree that irreparable damage would occur in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce of the provisions of this Agreement, no Party Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall allege, and each Party waives the defense be entitled to an injunction or counterclaim that there is an adequate remedy at Law. Each injunctions to prevent or cure breaches of the Parties hereby irrevocably consents provisions of this Agreement or the other Transaction Documents and submits itself to enforce specifically the personal jurisdiction terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. (b) All questions concerning the construction, validity, enforcement and interpretation of the courts Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and the federal courts defense of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement and any other Transaction Documents (collectivelywhether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the “Agreed Issues”state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the 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 any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, as a defense assert in any Actionaction or proceeding, suit or proceeding in an Agreed Court with respect any claim that it is not personally subject to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or jurisdiction of any such document may not be enforced in or by such Agreed Courtcourt, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 Proceeding is improper or in is an inconvenient venue for such other manner as may be permitted by Law shall be valid and sufficient service thereofproceeding.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Court of Chancery of the State of Delaware or any court of the United States located in the State of New York without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, without the necessity of proving the inadequacy invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages or would provide an adequate remedy. (b) In addition, each of posting bond or other undertaking, as a remedy and the parties hereto (a) consents to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allegesubmit itself, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself itself, to the personal jurisdiction of the courts Court of Chancery of the State of New York Delaware and the federal courts any court of the United States of America located in the Borough of Manhattan, The City State of New York (collectivelyYork, in the “Agreed Courts”) solely in respect event any dispute arises out of this Agreement or any of the interpretation and enforcement of the provisions of transactions contemplated by this Agreement, (b) 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 agrees not to plead or claim any objection to the documents referred laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to herein and this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, any court of the United States located in the State of New York, (collectivelyd) hereby appoints CT Corporation as its agent to receive on its behalf service of copies of the summons and complaint and any other process that might be served in any such action or proceeding, (e) consents to service of process being made by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.02 above or to the party to be served in care of CT Corporation at the address and in the manner provided for the giving of notices in Section 8.02 above and (f) agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. Nothing in this Section 8.09(b) shall affect the right of any Party to serve legal process in any other manner permitted by law or at equity. (c) Notwithstanding anything in this Agreement to the contrary, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the “Agreed Issues”United States District Court for the Southern District of New York (and appellate courts thereof). (d) Without limiting other means of service of process permissible under applicable Law, waiveseach of the Company and Parent hereby agrees that service of any process, and agrees not summons, notice or document by U.S. registered mail to assert, as a defense the respective addresses set forth in Section 8.02 shall be effective service of process for any Action, suit or proceeding in an Agreed Court connection with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereoftransactions contemplated hereby.

Specific Enforcement, Consent to Jurisdiction. The Parties (i) Ortec and Xxxx Capital acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement, the Series A-1 Certificate of Designation, the Series A-2 Certificate of Designation or the Registration Rights Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement, the Series A-1 Certificate of Designation, the Series A-2 Certificate of Designation or the Registration Rights Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (ii) Each of the Parties Ortec and Xxxx Capital (a) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), b) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of Ortec and Xxxx Capital consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate 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 in this Section 14(b) shall affect or limit any right to serve process in any other manner permitted by law. The parties hereto agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Series A-1 Preferred Stock, the Series A-2 Preferred Stock, this Agreement or any such document may not be enforced in or by such Agreed Court, the other agreements between the Ortec and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues Xxxx Capital contemplated hereby shall be heard and determined only in an Agreed Court. The Parties hereby consent entitled to and grant to each Agreed Court jurisdiction over reimbursement for reasonable legal fees from the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofnon-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties agree remedies provided in this Agreement and the Registration Rights Agreement shall be cumulative and in addition to all other remedies available under this Agreement and the Registration Rights Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Purchaser's right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement or the Registration Rights Agreement. Amounts set forth or provided for herein and therein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Purchasers thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder and thereunder will cause irreparable damage would occur harm to the holders of the Common Shares and Warrants that the Parties would not have any adequate remedy at Law law for any such breach may be inadequate. The Company therefore agrees that, in the event that of any such breach or threatened breach, the holders of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties Common Shares and Warrants shall be entitled entitled, in addition to all other available remedies, to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to restraining any other remedy to which they are entitled at Law or in equitybreach, without the necessity of proving the inadequacy of monetary damages or of posting showing economic loss and without any bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. security being required. (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereunder or thereunder and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Southern District of New York and submits itself to the personal jurisdiction of the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), waivesii) hereby waive, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Debentures, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 4.10 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.. ­SC1:2502057.9

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement, the Certificate of Designation, the Warrants or the Registration Rights Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate 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 in this Section 9.2 shall affect or limit any right to serve process in any other manner permitted by law. The parties hereto agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Preferred Shares, the Warrants, this Agreement or any such document may not be enforced in or by such Agreed Court, the other agreements between the Purchasers and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues Company contemplated hereby shall be heard and determined only in an Agreed Court. The Parties hereby consent entitled to and grant to each Agreed Court jurisdiction over reimbursement for reasonable legal fees from the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofnon-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of by the courts of competent jurisdiction in Hong Kong for the State purposes of New York and the federal courts any suit, action or proceeding arising out of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Northern District of Texas and submits itself to the personal jurisdiction courts of the State of Texas located in Dallas County or, in addition, in the case of any suit, action or proceeding brought on behalf of any Purchaser, the United State District Court for the Southern District of New York and the courts of the State of New York and located in New York County, for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of each such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Northern District of Texas and submits itself to the personal jurisdiction of the courts of the State of New York and Texas located in Dallas, Texas, County for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby, (collectively, the “Agreed Issues”), waivesii) hereby waive, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate of the suit, action or that this Agreement or any such document may not be enforced in or by such Agreed Courtproceeding is improper, and the Parties irrevocably agree that (iii) hereby waive any and all claims rights they may have to a trial by jury with respect to any Actionsuit, suit action or proceeding with respect to the Agreed Issues shall be heard and determined only based on, or arising out of, under, or in an Agreed Courtconnection with, this Agreement. The Parties hereby Company and each Purchaser consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers being served in connection with any such Action suit, action or proceeding by mailing a copy thereof to such party at the address in the manner provided in Section 4.09 or in effect for notices to it under this Agreement and agrees that such other manner as may be permitted by Law service shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, the Warrants or any Transaction Document, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties Company and the Investor acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Company and the Investor: (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in Nevada and the courts of the State of New York and Nevada for the federal courts purposes of the United States any suit, action or proceeding arising out of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby; and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Lucosky Xxxxxxxx LLP as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company, Parent and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity. (b) The Company, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, Parent and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Northern District of Texas and submits itself to the personal jurisdiction of the courts of the State of New York and Texas located in Dallas, Texas, for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby, (collectively, the “Agreed Issues”), waivesii) hereby waive, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate of the suit, action or that this Agreement or any such document may not be enforced in or by such Agreed Courtproceeding is improper, and the Parties irrevocably agree that (iii) hereby waive any and all claims rights they may have to a trial by jury with respect to any Actionsuit, suit action or proceeding with respect to the Agreed Issues shall be heard and determined only based on, or arising out of, under, or in an Agreed Courtconnection with, this Agreement. The Parties hereby Company, Parent and each Purchaser consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers being served in connection with any such Action suit, action or proceeding by mailing a copy thereof to such party at the address in the manner provided in Section 4.09 or in effect for notices to it under this Agreement and agrees that such other manner as may be permitted by Law service shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company, Parent and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Notes, the Warrants, or any Transaction Document shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would may occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall parties may be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each non-exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Southern District of New York and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelyYork, for the “Agreed Courts”) solely in respect purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.3 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, or the Registration Rights Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedbreached and that monetary damages, even if available, would not be an adequate remedy therefor and that the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. It is accordingly agreed that that, the Parties Company and Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement without proof of actual damages. The parties hereto further agree not to assert that a remedy of specific enforcement by the Company or Parent is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the Company or Parent otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that either the Company or Parent seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in accordance with this Section 8.10 shall not be required to provide any bond or other security in connection with any such order or injunction. For the avoidance of doubt, (i) in the event that at the Closing Parent and Sub do not have adequate cash resources to fund the Required Closing Cash Payments (whether as a result of the proceeds of any external financing sources or otherwise), Parent shall, and shall cause its Affiliates to, take all actions within their control and otherwise use their best efforts to obtain such cash resources as promptly as practicable, and (ii) the Company’s rights to specific performance under this being Section 8.10 shall include the right to specifically enforce Parent’s obligations under clause (i) of this sentence. (b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware and (ii) the United States District Court located in addition the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or the Transactions. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the Transactions in (i) the Court of Chancery of the State of Delaware or (ii) the United States District Court located in the State of Delaware and waives any claim that such suit or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final and unappealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction within or outside the United States or in any other remedy to which they are entitled at manner provided in Law or in equity. Notwithstanding the foregoing, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, against the Debt Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the personal jurisdiction of Debt Financing Commitment or the courts performance thereof, in any forum other than the Supreme Court of the State of New York and York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts of Federal courts, the United States of America located in District Court for the Borough of Manhattan, The City Southern District of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”appellate courts thereof), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Xxxxxx Xxxxxxx Xxxxxxx & Li, LLC, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

Specific Enforcement, Consent to Jurisdiction. (i) The Parties Company and the Holders acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the Purchase Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the Purchase Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (ii) Each of the Parties Company and the Holders (i) hereby irrevocably consents and submits itself to the personal exclusive jurisdiction of the courts of the State of New York state and the federal courts of the United States of America located in Memphis, Tennessee for the Borough purposes of Manhattanany suit, The City action or proceeding arising out of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement or the Purchase Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holders consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate 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 in this Section 8(b) shall affect or that limit any right to serve process in any other manner permitted by law. (iii) If similar proceedings are instituted in courts located in New York City, New York the Holders (i) hereby irrevocably consent to the consolidation of proceedings in the state and federal courts located in New York City, New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement or the Purchase Agreement and (ii) hereby waive, and agree not to assert in any such document may suit, action or proceeding, any claim that it is not be enforced in or by personally subject to the jurisdiction of such Agreed Courtcourt, and that the Parties irrevocably agree that all claims with respect to any Actionsuit, suit action or proceeding with respect to the Agreed Issues shall be heard and determined only is brought in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over inconvenient forum or that the Person venue of such parties andthe suit, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofis improper.

Specific Enforcement, Consent to Jurisdiction. (i) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Registration Rights Agreement or the Purchase Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Registration Rights Agreement or the Purchase Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (ii) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement or the Purchase Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7(f) shall affect or limit any right to serve process in any other manner permitted by law. (iii) Each of the Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Agreement, the Purchase Agreement, the Debentures and the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by LawXxx, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 2.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the Registration Rights Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the Registration Rights Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located District Court sitting in the Borough of Manhattan, The City Southern District of New York (collectivelyfor the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement or the Registration Rights Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate of the suit, action or that proceeding is improper. Any suit, action or proceeding arising out of or relating to this Agreement or the Registration Rights Agreement brought by either the Company or the Purchasers shall be brought in the jurisdiction of the United States District Court sitting in the Southern District of New York. Each of the Company and the Purchasers consents to process being served in any such document may not be enforced in or by such Agreed Courtsuit, and the Parties irrevocably agree that all claims with respect to any Action, suit action or proceeding with respect by mailing a copy thereof to such party at the Agreed Issues address in effect for notices to it under this Agreement and agrees that such service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Xxxxxx Xxxxxxx Xxxxxxx & Li LLC, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breachedbreached and that monetary damages, even if available, would not be an adequate remedy therefor and that the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. It is accordingly agreed that that, the Parties shall Company and Parent shall, in addition to any other remedy to which such party may be entitled at law or in equity, be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement without proof of actual damages. The parties hereto further agree not to assert that a remedy of specific enforcement by the Company or Parent is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the Company or Parent otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that either the Company or Parent seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, Agreement in accordance with this being in addition Section 8.10 shall not be required to provide any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers security in connection with any such Action order or injunction. (b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware and (ii) the United States District Court located in the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or the Transactions. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the Transactions in (i) the Court of Chancery of the State of Delaware or (ii) if such Court of Chancery lacks jurisdiction, the United States District Court located in the State of Delaware and waives any claim that such suit or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final and unappealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction within or outside the United States or in any other manner provided in Section 4.09 Law or in such other manner as may be permitted by Law shall be valid and sufficient service thereofequity.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage would occur and that the Parties they would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the Chancery Court of the State of 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 or the Xxxxxx Xxxxxx Xxxxxxxx Xxxxx for the District of Delaware) (such courts, the “Chosen Courts”), without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law law or in equity. In addition, without each of the necessity parties irrevocably (a) submits itself to the exclusive jurisdiction of proving the inadequacy Chosen Courts for the purpose of monetary damages any litigation directly or indirectly based upon, relating to or arising out of posting bond this Agreement or any of the Transactions or the negotiation, execution or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other undertaking, as a remedy request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to obtain injunctive relief against this Agreement or the Transactions in any breach or threatened breach hereof. In court other than the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at LawChosen Courts. Each of the Parties parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Actionlitigation with respect to this Agreement, suit (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 8.09, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an Agreed Court with respect to inconvenient forum, (ii) the Agreed Issues that venue of such Party is not subject thereto or that such Actionsuit, suit action or proceeding may not be brought is improper or is not maintainable in such Agreed Court (iii) this Agreement, or that the venue thereof may not be appropriate or that subject matter of this Agreement or any such document Agreement, may not be enforced in or by such Agreed Courtcourts. Each of the parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 8.02 and agrees that service of any process, summons, notice or document by personal delivery to the respective addresses set forth in Section 8.02 shall be effective service of process for any litigation in connection with this Agreement or the Transactions. Nothing in this Section 8.09 shall affect the right of any party to serve legal process in any other manner permitted by Law. (b) Notwithstanding anything in the preceding clause (a) to the contrary, and without limiting anything set forth in Section 8.17, each of the Parties irrevocably parties hereto agrees that it will not bring or support any suit, action or other proceeding (whether at law, in equity, in contract, in tort or otherwise) against any Lender Party or Lender Related Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement (including the Transactions and any related financing), including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than any New York State court or federal court sitting in the county of New York and the Borough of Manhattan (and appellate courts thereof), except to the extent such courts do not have jurisdiction over any Lender Party or Lender Related Party. The parties hereto further agree that all claims with respect of the provisions of Section 8.10 relating to waiver of jury trial shall apply to any Actionsuit, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process action or other papers proceeding referenced in connection with any such Action or proceeding in the manner provided in this Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof8.09(b).

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Purchaser (i) hereby irrevocably consents and submits itself submit to the personal non-exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located District Courts sitting in the Borough Northern District of Manhattan, The City Texas and the Eastern or Southern District of New York (collectivelyfor the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of or relating to this Agreement or any of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waiveshereby or thereby, and agrees (ii) hereby waive, and agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of each such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or equity. (b) With respect to any disputes arising out of or related to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Wilmington County in the State of Delaware (or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreementexclusive federal jurisdiction, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State District of New York and the federal courts of the United States of America located in the Borough of Manhattan, Delaware). The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreementparties hereby waive, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate 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 in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement or any such document may not be enforced in or by such Agreed Courtthe Registration Rights Agreement, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent entitled to and grant to each Agreed Court jurisdiction over reimbursement for reasonable legal fees from the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofnon-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that irreparable damage for which monetary damages, even if available, may not be an adequate remedy, would occur and that the Parties would not have any adequate remedy at Law in the event that any of the parties hereto do not perform the provisions of this Agreement were not performed (including failing to take such actions as are required of it hereunder in order to consummate the transactions contemplated by this Agreement) in accordance with their specific its specified terms or were otherwise breachedbreach such provisions. It is accordingly agreed The parties hereto acknowledge and agree that the Parties each party hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which it is entitled at law or in equity. Each of the parties hereto further agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (x) the other party has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition Agreement shall not be required to provide any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against security in connection with any breach such order or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. injunction. (b) Each of the Parties hereby parties hereto irrevocably consents and (i) submits itself to the personal jurisdiction of the courts of the State of New York state and the federal courts of the United States of America located in the Borough Cleveland, Ohio and any appellate court therefrom, in connection with any matter based upon or arising out of Manhattan, The City or relating to this Agreement or any of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement hereof and thereof, (collectivelyii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the “Agreed Issues”)transactions contemplated by this Agreement in any court other than the state and federal courts located in Cleveland, Ohio and (iv) consents to service being made through the notice procedures set forth in Section 8.04; provided, that nothing in this Section 8.11 shall affect the right of any party to serve legal process in any other manger permitted by Law. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 8.04 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated by this Agreement. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any Action, suit or proceeding in an Agreed Court Proceeding with respect to the Agreed Issues this Agreement, any claim that such Party it is not personally subject thereto to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 8.11, that it or that its property is exempt or immune from jurisdiction of any such Action, suit court or proceeding may not be brought or is not maintainable from any legal process commenced in such Agreed Court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the Proceeding in any such court is brought in an inconvenient forum, that the venue thereof may not be appropriate of such Proceeding is improper, or that this Agreement Agreement, or any such document the subject matter hereof or thereof, may not be enforced in or by such Agreed Court, courts and the Parties further irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties andwaives, to the fullest extent permitted by applicable Law, over the subject matter benefit of any dispute with respect defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which any party is entitled pursuant to the Agreed Issues final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Ohio and agree of the United States of America; provided, however, that mailing of process each such party’s consent to jurisdiction and service contained in this Section 8.11 is solely for the purpose referred to in this Section 8.11 and shall not be deemed to be a general submission to said courts or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in State of Ohio other than for such other manner as may be permitted by Law shall be valid and sufficient service thereofpurpose.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in any Federal court located in the State of Delaware or in any state court in the State of Delaware, without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreementaddition, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably parties hereto (a) consents and submits to submit itself to the personal jurisdiction of the courts of any Federal court located in the State of New York and the federal courts Delaware or of the United States of America any state court located in the Borough State of Manhattan, The City Delaware in the event any dispute arises out of New York (collectively, this Agreement or the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of transactions contemplated by this Agreement, and the documents referred (b) agrees that it will not attempt to herein and deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Federal court located in the State of Delaware or a state court located in the State of Delaware and (collectively, the “Agreed Issues”), waives, d) irrevocably and unconditionally waives (and agrees not to assert, as a defense in plead or claim) any Actionobjection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated by this Agreement in an Agreed Court with respect to a Federal court located in the Agreed Issues that such Party is not subject thereto State of Delaware or of any state court located in the State of Delaware or that any such Actionaction, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only court has been brought in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofinconvenient forum.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States Federal Court sitting in the Southern District of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Davidoff Hutcher & Citron LLP, with offices at 000 Xxxxx Xxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties agree remedies provided in this Agreement and the Registration Rights Agreement shall be cumulative and in addition to all other remedies available under this Agreement and the Registration Rights Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Purchaser's right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement or the Registration Rights Agreement. Amounts set forth or provided for herein and therein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Purchasers thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder and thereunder will cause irreparable damage would occur and harm to the holders of the Common Shares that the Parties would not have any adequate remedy at Law law for any such breach may be inadequate. The Company therefore agrees that, in the event that of any such breach or threatened breach, the holders of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties Common Shares shall be entitled entitled, in addition to all other available remedies, to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to restraining any other remedy to which they are entitled at Law or in equitybreach, without the necessity of proving the inadequacy of monetary damages or of posting showing economic loss and without any bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. security being required. (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereunder or thereunder and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 9.2 shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (i) The Parties Company and the Investors acknowledge and agree that irreparable damage would may occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were or the other Transaction Documents are not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall parties may be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (ii) Each of the Parties Company and the Investors (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Investors consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 6(b) shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Loeb & Loeb LLP, with offices at 300 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States qu Court sitting in the Southern qu of New York and the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectivelycounty for the purposes of any suit, the “Agreed Courts”) solely in respect action or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Ortoli | Rosenstadt LLP, with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Southern District of New York and submits itself to the personal jurisdiction of the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), waivesii) hereby waive, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the Parties shall be entitled, in addition to any other remedy to which they are or may be entitled at law or in equity, to an injunction or injunctions injunctions, specific performance or other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement without posting a bond or undertaking, this being in addition to any other remedy to which they are or may be entitled at Law law or in equity, without ; provided the necessity of proving Company shall be entitled to specific performance compelling the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and Equity Financing to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself be funded solely to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree extent that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties andOffer Conditions have been satisfied or, to the extent permitted by Lawapplicable Legal Requirements, waived by Parent and the Company has irrevocably confirmed that the Closing will occur immediately after such Equity Financing is funded. The Parties agree not to raise any objections to the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the one hand, or Parent and Purchaser, on the other hand. (b) All Proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the subject matter State of Delaware) and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Proceeding and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any dispute with respect such Proceeding. The consents to jurisdiction and venue set forth in this Section 9.09(b) shall not constitute general consents to service of process in the Agreed Issues State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Parties. Each Party agrees that service of process upon such party in any Proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9.04 of this Agreement; provided, that nothing in this Section 9.09(b) shall affect the right of any party to serve legal process in any other manner permitted by applicable Legal Requirement. The Parties agree that mailing of process or other papers a final judgment in connection with any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the manner provided in Section 4.09 foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or in any appeal from, such other manner as may be permitted by Law shall be valid and sufficient service thereoffinal trial court judgment.

Specific Enforcement, Consent to Jurisdiction. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Parties parties hereto agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in the courts of the State of New York and the federal courts of the United States of America located in the State of New York, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby parties hereto agrees to waive any bond, surety or other security that might be required of any other party with respect to any action or proceeding, including an appeal thereof. In addition, each of the parties hereto irrevocably (a) consents and submits to submit itself to the exclusive personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City State of New York in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, (collectively, the “Agreed Courts”b) solely agrees that all claims in respect of the interpretation such action or proceeding may be heard and enforcement of the provisions of determined only in any such court, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion, pleading or other request for leave from any such court, (d) agrees that it will not bring any action or proceeding relating to this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement (collectively, in any court other than a court of the “Agreed Issues”), waivesState of New York or a federal court of the United States of America located in the State of New York, and agrees not (e) waives any defense of inconvenient forum to assert, as a defense in the maintenance of any Action, suit action or proceeding in an Agreed Court so brought (including waiver of any bond, surety or other security that might be required of any other party with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Courtthereto). The Parties parties hereby consent to and grant to each Agreed Court any such court jurisdiction over the Person person of such parties and, to the extent permitted by Law, and over the subject matter of any such dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 10.02 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. (a) Injunctive Relief The Parties Company and the Purchaser acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at by law or equity. (b) Governing Law or This Agreement shall be governed by and construed in equity, accordance with the laws of Canada applicable to contracts made in Quebec by persons domiciled in Montreal and without the necessity regard to its principles of proving the inadequacy conflicts of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. laws. (c) Jurisdiction Each of the Parties Company and the Purchaser (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the Quebec Superior Court and other courts of the State Province of New York and the federal courts of the United States of America located Quebec sitting in the Borough District of ManhattanMontreal for the purposes of any suit, The City action or proceeding arising out of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that by certified mail, return receipt requested, to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties they would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law law or in equity. Each of the Parties hereby submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, without but only in the necessity event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of proving the inadequacy State of monetary damages Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of posting bond the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”)). In addition, each of the Parties irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any litigation directly or indirectly based upon, relating to or arising out of this Agreement or any of the Transactions or the negotiation, execution or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other undertakingrequest for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Transactions in any court other than the Chosen Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a remedy defense, counterclaim or otherwise, in any litigation with respect to this Agreement, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 14.8, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to obtain injunctive relief against the fullest extent permitted by the applicable Law, any breach claim that (i) the suit, action or threatened breach hereof. In the event that any Action proceeding in such court is brought in equity to enforce an inconvenient forum, (ii) the provisions venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, no Party shall allege, and each Party waives the defense may not be enforced in or counterclaim that there is an adequate remedy at Lawby such courts. Each of the Parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 14.2 and submits itself agrees that service of any process, summons, notice or document by personal delivery to the personal jurisdiction respective addresses set forth in Section 14.2 shall be effective service of the courts of the State of New York and the federal courts of the United States of America located process for any litigation in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by connection with this Agreement (collectively, or the “Agreed Issues”), waives, and agrees not Transactions. Nothing in this Section 14.8 shall affect the right of any Party to assert, as a defense serve legal process in any Actionother manner permitted by Law. Notwithstanding the foregoing, suit this Section 14.8 shall not apply to any procedures, resolutions or proceeding determination by the Reporting Accountants in an Agreed Court accordance with Section 3.5 with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable matters set out in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed CourtSection 3.5, and the Parties irrevocably agree that provisions of Section 3.5 and not this Section 14.8 shall govern all claims with respect matters contemplated to any Action, suit or proceeding with respect to be determined by the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofReporting Accountants.

Specific Enforcement, Consent to Jurisdiction. The Parties Company and Subscriber acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or equity. Any action brought by either party against the other to compel arbitration or for specific enforcement or injunction relief shall be brought only in the state courts of New York or in equitythe federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any such action instituted under this Section 6(f) and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury with respect to any such actions. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, without action or proceeding under this Section 6(f) by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the necessity address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of proving 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. The Company and Subscriber hereby irrevocably waive and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the inadequacy jurisdiction in New York of monetary damages such court, that the suit, action or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action proceeding is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by such Agreed Courtsuit, and the Parties irrevocably agree that all claims with respect to any Action, suit action or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofis improper.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 2.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.. ­SC1:2501944.5

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Southern District of New York and submits itself to the personal jurisdiction of the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), waivesii) hereby waive, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Series C Preferred Shares, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties agree that irreparable damage would occur and that the Parties they would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement without proof of actual damages, this being in addition to any other remedy to which they are entitled at Law Law. Each of the Parties hereby submits to the exclusive jurisdiction of any competent court in Amsterdam (such courts, the “Chosen Courts”). In addition, each of the Parties irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any litigation directly or in equityindirectly based upon, without relating to or arising out of this Agreement or any of the necessity of proving transactions contemplated hereunder or the inadequacy of monetary damages negotiation, execution or of posting bond performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other undertakingrequest for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the Chosen Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a remedy defense, counterclaim or otherwise, in any litigation with respect to this Agreement, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6.10, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to obtain injunctive relief against the fullest extent permitted by the applicable Law, any breach claim that (i) the suit, action or threatened breach hereof. In the event that any Action proceeding in such court is brought in equity to enforce an inconvenient forum, (ii) the provisions venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, no Party shall allege, and each Party waives the defense may not be enforced in or counterclaim that there is an adequate remedy at Lawby such courts. Each of the Parties hereby irrevocably consents to service being made through the notice procedures set forth in Section 6.2 and submits itself agrees that service of any process, summons, notice or document by personal delivery to the personal jurisdiction respective addresses set forth in Section 6.2 shall be effective service of the courts of the State of New York and the federal courts of the United States of America located process for any litigation in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of connection with this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by hereunder. Nothing in this Agreement (collectively, Section 6.10 shall affect the “Agreed Issues”), waives, and agrees not right of any Party to assert, as a defense serve legal process in any Action, suit other manner required or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in any court of the State of New York or any federal court sitting in the Southern District of New York, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreementaddition, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby parties hereto (a) irrevocably and unconditionally consents and submits to submit itself to the personal exclusive jurisdiction and venue of the courts Supreme Court of the State of New York and (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal Court of the United States of America located sitting in the Borough of Manhattan, The City Southern District of New York (collectively, York) in the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions event any dispute arises out of this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement Agreement, (collectively, the “Agreed Issues”), waives, and b) agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with in respect to any Action, suit of such action or proceeding with respect to the Agreed Issues shall must be commenced, and may be heard and determined only determined, exclusively in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties andaforementioned courts (c) waives, to the fullest extent permitted by Lawit may legally and effectively do so, over any objection which it may now or hereafter have to the subject matter laying of venue of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action action or proceeding in the aforementioned courts; and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the aforementioned courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof4.4.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, . (b) The Company and each Party waives Purchaser (i) hereby irrevocably submit to the defense or counterclaim that there is an adequate remedy at Law. Each exclusive jurisdiction of the Parties hereby irrevocably consents United States District Court sitting in the Southern District of New York and submits itself to the personal jurisdiction of the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), waivesii) hereby waive, and agrees agree not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Notes, this Agreement, the Registration Rights Agreement or the Warrants, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York and located in New York county for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Axxxxx & Jxxxxx, LLP, with its office at 100 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000, as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event . (b) The parties agree that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allegeand any disputes arising under this Agreement, will be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to any conflict of laws principle to the contrary. The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in New York County, New York, and each Party waives the defense parties irrevocably waive any right to raise forum non conveniens or counterclaim any other argument that there New York is an adequate remedy at Lawnot the proper venue. Each of the Parties hereby The parties irrevocably consents and submits itself consent to the personal jurisdiction of in the courts of the State of New York state and the federal courts of the United States of America located in the Borough of Manhattan, The City state of New York (collectivelyYork. The Company and each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the “Agreed Courts”) solely address in respect 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 in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. The Company and the interpretation and enforcement Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the provisions of Shares, this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Registration Rights Agreement or any such document may not be enforced in or by such Agreed Courtthe Warrants, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent entitled to and grant to each Agreed Court jurisdiction over reimbursement for reasonable legal fees from the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofnon-prevailing party.

Specific Enforcement, Consent to Jurisdiction. The Parties parties agree that irreparable damage would occur and that the Parties parties would not have any adequate remedy at Law law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement in any court of the State of New York or any federal court sitting in the Southern District of New York, this being in addition to any other remedy to which they are entitled at Law law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreementaddition, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby parties hereto (a) irrevocably and unconditionally consents and submits to submit itself to the personal exclusive jurisdiction and venue of the courts Supreme Court of the State of New York and (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal Court of the United States of America located sitting in the Borough of Manhattan, The City Southern District of New York (collectively, York) in the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions event any dispute arises out of this Agreement, and the documents referred to herein and Agreement or the transactions contemplated by this Agreement Agreement, (collectively, the “Agreed Issues”), waives, and b) agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with in respect to any Action, suit of such action or proceeding with respect to the Agreed Issues shall must be commenced, and may be heard and determined only determined, exclusively in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties andaforementioned courts (c) waives, to the fullest extent permitted by Lawit may legally and effectively do so, over any objection which it may now or hereafter have to the subject matter laying of venue of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action action or proceeding in the aforementioned courts; and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the aforementioned courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof5.4.

Specific Enforcement, Consent to Jurisdiction. The Parties Company and Subscriber acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity. Subject to Section 12(e) hereof, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties Company, Subscriber and any signator hereto in his personal capacity hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assertassert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. (g) Independent Nature of Subscribers. The Company acknowledges that the obligations of each Subscriber under the Transaction Documents are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the performance of the obligations of any other Subscriber under the Transaction Documents. The Company acknowledges that the decision of each Subscriber to purchase Securities has been made by such Subscriber independently of any other Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Subscriber or by any agent or employee of any other Subscriber, and no Subscriber or any of its agents or employees shall have any liability to any Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained in any Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) shall be deemed to constitute the Subscribers as a defense partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscribers are in any Actionway acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges that each Subscriber shall be entitled to independently protect and enforce its rights, suit including without limitation, the rights arising out of the Transaction Documents, and it shall not be necessary for any other Subscriber to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that it has elected to provide all Subscribers with the same terms and Transaction Documents for the convenience of the Company and not because Company was required or proceeding in an Agreed Court requested to do so by the Subscribers. The Company acknowledges that such procedure with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable Transaction Documents in such Agreed Court or no way creates a presumption that the venue thereof may not be appropriate Subscribers are in any way acting in concert or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding as a group with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over Transaction Documents or the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereoftransactions contemplated thereby.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Investor acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other agreements, documents or instruments contemplated hereby (collectively, the "Transaction Documents") were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of this Agreement the provisions of the Transaction Documents and to enforce specifically the terms and provisions of this Agreementthereof, this being in addition to any other remedy to which they are either of them may be entitled by law or equity. No provision of any Transaction Documents providing for any remedy to an Investor shall limit any remedy which would otherwise be available to such Investor at Law law or in equity. The Investor (with respect to compliance by the Company with Section 4(2) of the Securities Act of 1933) and the Company (each an "Indemnitor") shall each indemnify and hold harmless the other for a breach by the Indemnitor of its representatives, without warranties or obligations under any of the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Transaction Documents. (b) Each of the Parties Company and the Investor (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the United States District Court and other courts of the United States sitting in Delaware and the courts of the State of New York and Delaware for the federal courts purposes of the United States any suit, action or proceeding arising out of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred or relating to herein and the transactions contemplated by this Agreement and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate or that to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve process in any other manner permitted by law.

Specific Enforcement, Consent to Jurisdiction. (a) The Parties Company and the Purchasers acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions of this Agreementhereof or thereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. . (b) Each of the Parties Company and the Purchasers (i) hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and for the federal courts purposes of any suit, action or proceeding arising out of or relating to this Agreement or any of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and other Transaction Documents or the transactions contemplated by this Agreement hereby or thereby and (collectively, the “Agreed Issues”), ii) hereby waives, and agrees not to assert, as a defense assert in any Actionsuch suit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchasers consents to process being served in any such suit, action or proceeding by mailing a copy thereof may not be appropriate via registered or that certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement or any and agrees that such document may not be enforced in or by such Agreed Court, and the Parties irrevocably agree that all claims with respect to any Action, suit or proceeding with respect to the Agreed Issues service shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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.

Specific Enforcement, Consent to Jurisdiction. The Parties Company and Subscriber acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof, this being in addition to any other remedy to which they are any of them may be entitled at Law by law or equity. Any action brought by either party against the other to compel arbitration or for specific enforcement or injunction relief shall be brought only in the state courts of Salt Lake City, Utah or in equitythe federal courts located in the Salt Lake City, without Utah. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any such action instituted under this Section 6(f) and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the necessity Company agree to submit to the in personam jurisdiction of proving such courts and hereby irrevocably waive trial by jury with respect to any such actions. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding under this Section 6(f) by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the inadequacy address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of monetary damages 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. The Company and Subscriber hereby irrevocably waive and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of posting bond such court, that the suit, action or other undertaking, as a remedy and to obtain injunctive relief against any breach or threatened breach hereof. In the event that any Action proceeding is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party waives the defense or counterclaim that there is an adequate remedy at Law. Each of the Parties hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”), waives, and agrees not to assert, as a defense in any Action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such Party is not subject thereto or that such Action, suit or proceeding may not be brought or is not maintainable in such Agreed Court inconvenient forum or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by such Agreed Courtsuit, and the Parties irrevocably agree that all claims with respect to any Action, suit action or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The Parties hereby consent to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.09 or in such other manner as may be permitted by Law shall be valid and sufficient service thereofis improper.