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. 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. 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 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. 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. 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 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. 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 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 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 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 7.2 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 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. 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 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, 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 9.02 shall be heard and determined only effective service of process for any litigation in an Agreed Courtconnection with this Agreement or the Transactions. The Parties hereby consent Nothing in this Section 9.09 shall affect the right of any party to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent serve legal process in any other manner 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 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. (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.

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. 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. 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. 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. 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. 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 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 in equity. Since the sole and major asset, 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 Loan to the personal jurisdiction of the courts of Company and its PE reside in the State of New York, 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 and or in the federal courts of the United States of America located in the Borough New York. The parties to this Subscription Agreement hereby irrevocably waive any objection to jurisdiction and venue of Manhattan, 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 City of New York (collectively, the “Agreed Courts”) solely in respect of the interpretation parties executing this Subscription Agreement and enforcement of the provisions of this Agreement, and the documents 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 the transactions contemplated hereby irrevocably waive trial 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 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 Agreed Issues address in effect for notices to it under this Subscription Agreement and agrees that such Party service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. 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 thereto or to the jurisdiction in New York of such court, that such Actionthe suit, suit action or proceeding may not be is brought or is not maintainable in such Agreed Court an 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 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. 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. 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.

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.. ­SC1:2501431.18

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. 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. 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 CourtReporting Accountants. 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.120

Specific Enforcement, Consent to Jurisdiction. The Parties 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 provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breached. It is accordingly agreed hereof and that money damages would not be a sufficient remedy for any breach of this Agreement, and accordingly, the Parties parties and named third party beneficiaries hereto shall be entitled to an injunction or injunctions to prevent breaches specific performance of this Agreement and to enforce specifically the terms and provisions of this Agreementhereof, this being in addition to any other remedy at law or equity. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to which they are entitled at Law the exclusive jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) such court does not have subject matter jurisdiction, any other court of the state of Delaware or the United States District Court for the District of Delaware, in any Action arising out of or relating to this Agreement. Each of the parties hereto agrees that, subject to rights with respect to post-trial motions and rights of appeal or other avenues of review, a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in equity, without the necessity of proving the inadequacy of monetary damages or of posting bond or any 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 manner provided by Law. Each of the Parties hereby parties hereto irrevocably consents and submits itself unconditionally waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement in the courts Delaware Court of Chancery or any other state court of the State of New York and the federal courts of Delaware or the United States District Court for the District of America located in the Borough of Manhattan, The City of New York (collectively, the “Agreed Courts”) solely in respect Delaware. Each of the interpretation parties hereto irrevocably 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, 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 fullest extent permitted by Lawit may legally and effectively do so, over the subject matter defense of any dispute with respect an inconvenient forum to the Agreed Issues and agree that mailing maintenance of process or other papers such Action 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 thereofcourt.

Specific Enforcement, Consent to Jurisdiction. 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. 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 Nevada and the courts of the State of New York and Nevada 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. The Company hereby appoints Lucosky Brxxxxxx XLP 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 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 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 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 (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 Notes, the Warrants, the AIRs or any Transaction Document shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. Section 8.3

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 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 000 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, 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 8.02 shall be heard and determined only effective service of process for any litigation in an Agreed Courtconnection with this Agreement or the Transactions. The Parties hereby consent Nothing in this Section 8.09 shall affect the right of any party to and grant to each Agreed Court jurisdiction over the Person of such parties and, to the extent serve legal process in any other manner 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 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 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 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 69 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.. ­SC1:2502057.9

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 Transaction Documents or the transactions contemplated thereby. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall be heard and determined only in an Agreed Courtbecome a binding agreement between us. The Parties hereby consent to Kingsley Coach, Inc. a Delaware corporation By: /s/ Ralph Dickenson Name: Ralph Dickensen Title: CEO Dated: January 21, 2005 SUBSCRIBER PURCHASE PRICE WARRANTS ------------------------------------------------------------------------- LONGVIEW INTERNATIONAL EQUITY FUND, LP $125,000.00 375,000 600 Montgomery Street, 44th Xxxxx Xxx Xxxxxxxxx, CA 94111 Fax: (415) 981-5300 _____________________________________ (Signature) Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and grant to each Agreed Court jurisdiction over the Person of such parties and, returning a copy to the extent permitted by Lawundersigned whereupon it shall become a binding agreement between us. The Kingsley Coach, 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.Inc. a Delaware corporation By: /s/ Ralph Dickenson Name: Ralph Dickensen Title: CEO Dated: January 21, 2005 SUBSCRIBER PURCHASE PRICE WARRANTS ---------------------------------------------------------------------------- LONGVIEW EQUITY FUND, LP $375,000.00 1,125,000 600 Montgomery Street, 44th Xxxxx Xxx Xxxxxxxxx, CA 94111 Fax: (415) 981-5300 ____________________________________ (Signature)

Specific Enforcement, Consent to Jurisdiction. (a) The Parties parties hereto agree that that, subject to Section 7.03, 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, and that money damages or other legal remedies would not be an adequate remedy for any such damages. It is accordingly agreed that prior to the Parties valid termination of this Agreement in accordance with Section 7.01, (i) the parties shall be entitled to seek (in a court of competent jurisdiction as set forth in Section 8.12(b)) an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this AgreementAgreement (it being understood that the Company’s right to specifically enforce Parent’s and Merger Sub’s obligations to effect the Closing are governed by the following sentence), without bond or other security being required, this being in addition to any other remedy to which they are entitled at Law or in equitypursuant to Section 7.02 and/or Section 7.03, and (ii) the right of specific enforcement is an integral part of the Transactions and without that right, neither the necessity of proving Company nor Parent nor Merger Sub would have entered into this Agreement. It is explicitly further agreed that the inadequacy of monetary damages or of posting bond Company shall be entitled to an injunction, specific performance or other undertakingequitable remedy to specifically enforce Parent’s and Merger Sub’s obligations to effect the Closing on the terms and conditions set forth herein (as opposed to an injunction, as a specific performance or other equitable remedy to force Parent and Merger Sub to obtain injunctive relief against any breach or threatened breach hereof. In comply with their other obligations set forth herein (other than Parent’s and/or Merger Sub’s obligations to effect the Closing), which shall be governed by the preceding sentence) only in the event that any Action (A) all conditions in Section 6.01 and Section 6.02 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, each of which is brought in equity then capable of being satisfied at a Closing on such date) at the time when the Closing would have occurred but for the failure of the Parent to enforce comply with its obligations to effect the provisions Closing pursuant to the terms of this Agreement, no Party shall allege(B) the Debt Financing (or, and each Party waives if applicable, the defense Alternative Debt Financing) has been funded or counterclaim that there is an adequate remedy will be funded at Law. Each of the Parties hereby irrevocably consents and submits itself Closing if Parent complies with its obligations to effect the Closing pursuant 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 terms of this Agreement, and (C) the documents referred to herein Company has irrevocably confirmed that if specific performance is granted and the transactions contemplated by this Agreement Equity Financing and Debt Financing (collectivelyor, if applicable, the “Agreed Issues”Alternative Debt Financing) are funded, then the Closing will occur. For the avoidance of doubt, (i) in no event shall the Company be entitled to enforce or seek to enforce specifically Parent’s or Merger Sub’s obligations to consummate the Transactions if the Debt Financing (or Alternative Debt Financing, as applicable) has not been funded (or will not be funded at the Closing), waivesand (ii) under no circumstance shall the Company be permitted or entitled to receive both a grant of specific performance and payment of the Parent Termination Fee (although the Company may seek both remedies in the alternative, if available). Notwithstanding anything to the contrary in this Section 8.12, in the event any payment of the Termination Fee, Expense Reimbursement or Parent Termination Fee shall have been paid in accordance with the terms of Article VII, this Section 8.12 shall become void and have no effect, and agrees not no party shall have any right to assertbring or maintain any injunction or to enforce specifically the terms of this Agreement, other than the right of such party to payment of the Termination Fee, Expense Reimbursement or Parent Termination Fee, 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 thereofapplicable.

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.