Common use of Specific Enforcement; Jurisdiction Clause in Contracts

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) 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 hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 5.1 (iprovided that nothing in this Section 5.7(b) shall affect the right of any claim party to serve legal process in any other manner permitted by Law) and (iv) agrees that such party is it will not personally subject bring any Proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; court other than the Court of Chancery of the State of Delaware (ii) or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware). The parties hereto agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b8.9(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law Law or in equity. Each of the parties Parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none neither of the parties Parties would have entered into this Agreement. (b) Each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the purpose of any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the Parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and determined exclusively in such court. Each of the Parties (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen Courtscourts of the State of Delaware in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waiveslegal action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 8.2 (iprovided that nothing in this Section 8.9(b) shall affect the right of either Party to serve legal process in any claim other manner permitted by applicable Law) and (iv) agrees that such party is it will not personally subject bring any legal action, suit or proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; (ii) court other than the courts of the State of Delaware. The Parties agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forumlegal action, (B) the venue of such Action is improper suit or (C) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict either Party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the parties hereto do not perform the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breachedbreach such provisions. Accordingly, and that monetary damagesprior to any termination of this Agreement pursuant to Section 5.02, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties acknowledge and agree that each party shall be entitled to seek an injunction or injunctionsinjunction, or any specific performance and other appropriate form of equitable relief, relief to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement hereof in any the court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy5.07(b), this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each of the parties acknowledges hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement(b) any requirement under any law to post security as a prerequisite to obtaining equitable relief. (b) Each of the parties hereto hereby (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions legal action or proceeding arising in connection with out of or relating to this Agreement brought by any party or the transactions contemplated hereby its Affiliates against any other party or its Affiliates shall be brought, tried brought and determined only in the Chosen CourtsCourt of Chancery of the State of Delaware, (d) waives provided that, if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any claim of improper venue such legal action or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions proceeding may be brought in any federal court other than located in the Chosen CourtsState of Delaware. Each of the parties hereto hereby irrevocably consent to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: , (ia) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts courts in Delaware as described herein for any reason; , (iib) that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (iiic) that (Ai) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such Action suit, action or proceeding is improper or (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b10.08(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to any termination of this Agreement or the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus twenty (20) Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 10.02 (provided that nothing in this Section 10.08(b) shall affect the Chosen Courts are an inconvenient forum right of any party hereto to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b7.9(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties Parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties Parties would have entered into this Agreement. (b) Each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the purpose of any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the Parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and determined exclusively in such court. Each of the Parties (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen Courtscourts of the State of Delaware in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waiveslegal action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 7.2 (iprovided that nothing in this Section 7.9(b) shall affect the right of any claim Party to serve legal process in any other manner permitted by applicable Law) and (iv) agrees that such party is it will not personally subject bring any legal action, suit or proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; (ii) court other than the courts of the State of Delaware. The Parties agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forumlegal action, (B) the venue of such Action is improper suit or (C) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b10.08(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 10.02 (provided that nothing in this Section 10.08(b) shall affect the Chosen Courts are an inconvenient forum right of any party hereto to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the Eighth Judicial District of the State of Nevada (aor, if such court shall be unavailable, any state or federal court sitting in the Xxxxx County, Nevada) for the purpose of any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen Courtscourts of the Eighth Judicial District of the State of Nevada (or, if such court shall be unavailable, any state or federal court sitting in the Xxxxx County, Nevada) in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waiveslegal action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 5.1 (iprovided that nothing in this Section 5.7(b) shall affect the right of any claim party to serve legal process in any other manner permitted by Law) and (iv) agrees that such party is it will not personally subject bring any legal action, suit or proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; court other than the courts of the Eighth Judicial District of the State of Nevada (ii) or, if such court shall be unavailable, any state or federal court sitting in the Xxxxx County, Nevada). The parties hereto agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forumlegal action, (B) the venue of such Action is improper suit or (C) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that each of the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court referred therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to in Section 5.7(b)accept jurisdiction over a particular matter, any federal court within the State of Delaware) without the necessity of proving the inadequacy of money damages as a remedy regard to any bonding requirement under any applicable Law (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any and all other remedy to which they are entitled rights and remedies at law or in equity, and all such rights and remedies shall be cumulative, except, in each case, as may be limited by Section 7.2). In addition, each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Notwithstanding the foregoing, the Parties may bring an Action in a state other than Delaware for the purposes of enforcing an Order or judgment issued by a judge within the State of Delaware. Each of the parties acknowledges Parties hereby irrevocably submits with regard to any such action or proceeding for itself and agrees that the right in respect of specific enforcement is an integral part of the transactions contemplated by this Agreement its property, generally and without such rightunconditionally, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action action relating to this Agreement or any of the Transactions in any court other than the Chosen Courtsaforesaid courts. Each of the parties hereto Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby: Agreement, (ia) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein for above named courts, (b) any reason; (ii) claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (iiic) to the fullest extent permitted by applicable Law, any claim that (Ai) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such Action suit, action or proceeding is improper or (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 8.7; provided, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Specific Enforcement; Jurisdiction. (a) The parties Public Company and Holder Representative acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties Public Company and Holder Representative shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b7.5(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law Law or in equity. Each Public Company and Holder Representative further agree not to assert that a remedy of the parties acknowledges specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Public Company and agrees Holder Representative acknowledge and agree that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement Agreement, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 7.2 (provided that nothing in this Section 7.5(b) shall affect the transactions contemplated hereby shall be brought, tried and determined only right of any party hereto to serve legal process in the Chosen Courts, (dany other manner permitted by Lxx) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement or the Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to seek specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 9.10(b), to seek to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in any Delaware state or Federal court. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 5.1 (iprovided that nothing in this Section 5.7(b) shall affect the right of any claim party to serve legal process in any other manner permitted by Law) and (iv) agrees that such party is it will not personally subject bring any Proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; court other than the Court of Chancery of the State of Delaware (ii) or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware). The parties hereto agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties Parties acknowledge and agree that irreparable damage would may occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would may not be an adequate remedy therefor. It is accordingly agreed that the parties Parties (and the Acting Holders, on behalf of the Holders) shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b7.5 (b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties Parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties Parties would have entered into this Agreement. (b) Each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of the Parties in the negotiation, administration, performance and enforcement thereof, and each of the Parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the Parties (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement Agreement, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 7.2 (provided that nothing in this Section 7.5(b) shall affect the transactions contemplated hereby shall be brought, tried and determined only right of any party hereto to serve legal process in the Chosen Courts, (dany other manner permitted by Xxx) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement or the Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way State of motion Delaware or as any federal court sitting in the State of Delaware). The Parties agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 9.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any Federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b10.08(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 10.02 (provided that nothing in this Section 10.08(b) shall affect the Chosen Courts are an inconvenient forum right of any party hereto to serve legal process in any other manner permitted by Xxx) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and 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 its their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy thereforexcept as provided in the following sentences. It is accordingly agreed that (i) the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in from the Chancery Court of the State of Delaware and any state appellate court referred therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to in Section 5.7(baccept jurisdiction over a particular matter, any state or federal court within the State of Delaware), without the necessity proof of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing damages, without bond or posting of any bond in connection with such remedy)other security being required, this being in addition to any other remedy to which they are entitled under this Agreement, at law or in equity. Each , (ii) the provisions set forth in this Section 10.2 (A) are not intended to and do not adequately compensate for the harm that would result from a breach of the parties acknowledges this Agreement and agrees that (B) shall not be construed to diminish or otherwise impair in any respect any party’s right to specific enforcement, and (iii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of that right neither the parties Company nor Investor would have entered into this Agreement. Notwithstanding the foregoing, it is explicitly agreed that the Company shall only be entitled to seek or obtain an injunction, specific performance or other equitable remedies enforcing the Equity Commitment Letter to cause the Initial Equity Financing to be funded at the Initial Closing or the Second Equity Financing to be funded at the Second Closing, as applicable, if all conditions to the Initial Closing or the Second Closing, as applicable, set forth in this Agreement and all conditions to specific performance of the Initial Equity Financing or Second Equity Financing, as applicable, set forth in the Equity Commitment Letter, in each case, are satisfied or waived and the Company has irrevocably confirmed in writing that if the Initial Equity Financing or the Second Equity Financing, as applicable, is funded then it will take such actions that are required by it under this Agreement to cause the Initial Closing or the Second Closing, as applicable, to occur. (b) Each Notwithstanding anything herein to the contrary, the maximum aggregate liability of the parties hereto hereby (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny Investor for damages or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions arising otherwise in connection with this Agreement and the Transactions shall be limited to $106,250,000 (the “Liability Cap”); provided, that following the Initial Closing, the Liability Cap shall be $75,000,000. In no event shall the Company seek or relating permit to be sought on behalf of the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any affiliate of the Investor, or any Representative, member, controlling Person or holder of any equity interests or securities of the Investor, or any of their respective affiliates, in connection with this Agreement or the transactions contemplated hereby Transactions. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages or otherwise, any Person (other than the Investor to the extent provided in this Agreement), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Company against the Investor or any affiliate thereof, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. (c) The equitable remedies available to the Company described in this Section 10.2 shall be broughtin addition to, tried and determined only not in lieu of, any other remedies at law or in equity that they may elect to pursue; provided, that while the Chosen CourtsCompany may concurrently pursue both (i) a grant of specific performance in accordance with this Section 10.2 and (ii) money damages, under no circumstances shall the Company be permitted or entitled to be awarded both a grant of specific performance and any money damages. (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) Each party hereto irrevocably 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 hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action or proceeding arising out of or relating to this Agreement brought by any other party hereto or its successors or assigns shall be brought and determined in the transactions contemplated hereby: Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (i) or, only if the Chancery Court declines to accept jurisdiction over a particular matter, in any claim that such state or federal court within the State of Delaware), and each party is not personally subject hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Transactions. Each party agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in the State of Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of Delaware as described herein for any reason; (ii) that it or its property is exempt or immune from herein. Each party irrevocably consents to the service of process outside the territorial jurisdiction of any such Chosen Court or from any legal process commenced the courts referred to in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) the Action this Section 10.2 in any such court is brought in an inconvenient forumaction or proceeding by mailing copies thereof by registered or certified United States mail, (B) the venue of such Action is improper or (C) this Agreementpostage prepaid, or the subject matter hereofreturn receipt requested, may not be enforced to its address as specified in or pursuant to Section 10.8. However, the foregoing shall not limit the right of a party to effect service of process on the other party by such Chosen Courtsany other legally available method. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that each of the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court referred therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to in Section 5.7(b)accept jurisdiction over a particular matter, any federal court within the State of Delaware) without the necessity of proving the inadequacy of money damages as a remedy regard to any bonding requirement under any applicable Law (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any and all other remedy to which they are entitled rights and remedies at law or in equity, and all such rights and remedies shall be cumulative, except, in each case, as may be limited by Section 8.2). In addition, each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Notwithstanding the foregoing, the Parties may bring an Action in a state other than Delaware for the purposes of enforcing a judgment, injunction, order or decree issued by a judge within the State of Delaware. Each of the parties acknowledges Parties hereby irrevocably submits with regard to any such action or proceeding for itself and agrees that the right in respect of specific enforcement is an integral part of the transactions contemplated by this Agreement its property, generally and without such rightunconditionally, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action action relating to this Agreement or any of the Transactions in any court other than the Chosen Courtsaforesaid courts. Each of the parties hereto Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby: Agreement, (ia) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein for above named courts, (b) any reason; (ii) claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (iiic) to the fullest extent permitted by applicable Law, any claim that (Ai) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such Action suit, action or proceeding is improper or (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 9.7; provided, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that specific enforcement is not an appropriate remedy for breach of this Agreement, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any Federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Action arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Action may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) in the event any Action arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Action arising in connection with out of or relating to this Agreement or any of the transactions contemplated hereby hereby, on behalf of itself or its property, in accordance with Section 5.1 (provided that nothing in this Section 5.7(b) shall be brought, tried and determined only affect the right of any party to serve legal process in the Chosen Courts, (dany other manner permitted by Law) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (eiv) agrees that it will not bring any Action relating to this Agreement or any of the Transactions transactions contemplated hereby in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity of proving actual damages or the inadequacy of money monetary damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. Each of the parties further agrees not to assert that a remedy of specific enforcement is unenforceable, invalid or contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”) for the purpose of any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourts in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, in accordance with Section 9.02 (provided, that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each of the The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. The foregoing shall not restrict any party’s right to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment, or to bring suit for the recognition or enforcement of any judgment obtained in any Chosen CourtsCourt.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement that are required to be performed prior to or at the Closing were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement prior to or at the Closing and to enforce specifically the performance of the terms and provisions of this Agreement which are required to be performed prior to or at the Closing in any court referred to in Section 5.7(b9.9(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to seek specific enforcement shall include the right of each party to cause the other party to cause the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement (and Parent acknowledges that in the event such remedy is unavailable for any reason, the recoverable monetary damages of the Company hereunder shall not be limited to reimbursement of expenses or out-of-pocket costs, but rather shall include without limitation the benefit of the bargain lost by the Equityholders (including any lost premium), taking into consideration all relevant factors (including the total amount payable to the Equityholders hereunder and the time value of money), which in each case shall be deemed to be damages of the Company and shall be recoverable by the Company on behalf of the Equityholders). The parties further agree, with respect to obligations required to be performed prior to or at the Closing, not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement of obligations arising prior to or at the Closing is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.1 (provided that nothing in this Section 9.9(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law or shall limit the notice obligations under Section 9.1) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed performed, in accordance with its their specific terms or were otherwise breachedin the event of any actual or threatened breach thereof, and that monetary damages, even if available, money damages or other legal remedies would not be an adequate remedy thereforfor any such damages. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the parties Parties shall be entitled to seek an injunction or injunctions, or any specific performance and other appropriate form of equitable relief, relief to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement (including the obligation of the Parties to consummate the Transactions and the obligation of Parent and Merger Sub to pay, and the Company’s stockholders’ right to receive, the aggregate consideration payable to them pursuant to the Transactions, in any court referred each case, in accordance with the terms and subject to in Section 5.7(bthe conditions of this Agreement), without the necessity proof of proving the inadequacy of money actual damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are any party is entitled at law or in equity). Each In the event that any Proceeding is brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party hereby waives the parties acknowledges and agrees defense or counterclaim, that there is an adequate remedy at law or that the right award of specific enforcement performance is not an integral part of the transactions contemplated by appropriate remedy for any reason at law or in equity. The Parties further agree that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.5(a) and without each Party irrevocably waives any objection to the imposition of such rightrelief or any right it may have to require the obtaining, none furnishing or posting of any such bond or similar instrument. Notwithstanding anything to the parties would have entered into contrary in this Agreement, under no circumstances shall the Company be entitled to receive both (i) a grant of specific performance of Parent and Merger Sub’s obligations to consummate the Transactions and to pay the aggregate consideration payable to the Company’s stockholders pursuant to the Transaction and (ii) the payment of monetary damages. (b) Each of the parties Parties hereto irrevocably agrees that any Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby (a) irrevocably submits with regard to any such Proceeding for itself and unconditionally submits in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action Proceeding relating to this Agreement or the Transactions in any court other than the Chosen Courtsaforesaid courts. Each of the parties Parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (i) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action Proceeding in any such court is brought in an inconvenient forum, (B) the venue of such Action Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. To the fullest extent permitted by applicable Law, each of the Parties hereto hereby consents to the service of process in accordance with Section 8.7; provided, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Xxx. Notwithstanding anything to the contrary in this Agreement, if any Party brings a Proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to specifically enforce any provision that expressly survives termination of this Agreement), the End Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such Proceeding or (ii) such other time period established by the court presiding over such Proceeding.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b8.10(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 8.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus twenty (20) business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 8.02 (provided that nothing in this Section 8.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b)7.10(b) hereof, without the necessity of proving the inadequacy of money damages as a remedy (and each party Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law Law or in equity. Each of the parties Parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none neither of the parties Parties would have entered into this Agreement. (b) Each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the purpose of any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the Parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and determined exclusively in such court. Each of the Parties (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen Courtscourts of the State of Delaware in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waiveslegal action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 7.2 hereof (iprovided that nothing in this Section 7.10(b) shall affect the right of either Party to serve legal process in any claim other manner permitted by applicable Law) and (iv) agrees that such party is it will not personally subject bring any legal action, suit or proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; (ii) court other than the courts of the State of Delaware. The Parties agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forumlegal action, (B) the venue of such Action is improper suit or (C) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict either Party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in each case in any court referred to in Section 5.7(b5.08(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and and, without such right, none of the parties hereto would have entered into this Agreement. To the extent any party hereto brings any Action (as defined below) to enforce specifically the performance of the terms and provisions of this Agreement when expressly available to such party pursuant to the terms of this Agreement, the Outside Date (as defined below) shall automatically be extended by (i) the amount of time during which such Action is pending, plus twenty (20) business days, or (ii) such other time period established by the court presiding over such Action. As used herein, “Action” means any action, claim, charge, complaint, inquiry, investigation, examination, hearing, petition, suit, arbitration, mediation or other proceeding, in each case before any Governmental Entity, in law or in equity. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the State of Delaware or the state courts of the State of Delaware, and in each case all appellate courts presiding over such courts, for the purpose of any Action arising out of or relating to this Agreement or the actions of Sellers or the Buyer in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Action may be heard and determined exclusively in any such court. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen Courtscourts referred to above in the event any Action arises out of this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Action arising in connection with out of or relating to this Agreement Agreement, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 5.01 (provided that nothing in this Section 5.08(b) Section 5.08(b)shall affect the transactions contemplated hereby shall be brought, tried and determined only right of any party to serve legal process in the Chosen Courts, (dany other manner permitted by Law) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (eiv) agrees that it will not bring any Action relating to this Agreement or the Transactions in any court other than the Chosen Courtscourts referred to above. Each of Notwithstanding the foregoing, the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement and each Seller shall be entitled to specific performance to cause the Buyer to draw down the Equity Commitments in accordance with the terms of the Equity Commitment Letter and to cause the Guarantor to fund such Equity Commitments in accordance with the terms of the Equity Commitment Letter to pay the Purchase Price and consummate the Share Purchase, in each case in any court referred to in Section 5.7(b5.10(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and and, without such right, none of the parties would have entered into this Agreement. To the extent any party hereto brings any Action (as defined below) to enforce specifically the performance of the terms and provisions of this Agreement when expressly available to such party pursuant to the terms of this Agreement, the Outside Date (as defined below) shall automatically be extended by (i) the amount of time during which such Action is pending, plus twenty (20) business days, or (ii) such other time period established by the court presiding over such Action. As used herein, “Action” means any action, claim, charge, complaint, inquiry, investigation, examination, hearing, petition, suit, arbitration, mediation or other proceeding, in each case before any Governmental Entity, in law or in equity. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any Federal appellate court therefrom (aor, if United States Federal jurisdiction is unavailable over a particular matter, the Supreme Court of the State of New York, New York County and any state appellate court therefrom), for the purpose of any Action arising out of or relating to this Agreement or the actions of Sellers or the Buyer in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Action may be heard and determined exclusively in any such court. Each of the parties hereto (i) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsUnited States District Court for the Southern District of New York and any Federal appellate court therefrom (or, if United States Federal jurisdiction is unavailable over a particular matter, the Supreme Court of the State of New York, New York County and any state appellate court therefrom) in the event any Action arises out of this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Action arising in connection with out of or relating to this Agreement Agreement, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 5.02 (provided that nothing in this Section 5.10(b) shall affect the transactions contemplated hereby shall be brought, tried and determined only right of any party to serve legal process in the Chosen Courts, (dany other manner permitted by Law) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (eiv) agrees that it will not bring any Action relating to this Agreement or the Transactions in any court other than the Chosen CourtsUnited States District Court for the Southern District of New York and any Federal appellate court therefrom (or, if United States Federal jurisdiction is unavailable over a particular matter, the Supreme Court of the State of New York, New York County and any state appellate court therefrom). Notwithstanding the foregoing, the parties hereto agree that a final trial court judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (c) Each of the parties hereto hereby irrevocably and unconditionally waives(i) agrees that New York State or the United States Federal courts sitting in the borough of Manhattan, and agrees not to assertNew York City, by way of motion or as a defense, counterclaim or otherwise, in shall have exclusive jurisdiction over any action brought against any Lender or proceeding arising out any of their respective former, current or relating to this Agreement or future officers, directors, managers, employees, agents and other representatives and affiliates (collectively, the “Debt Financing Parties”) under the Debt Commitment Letters in connection with the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; by this Agreement, (ii) that it or hereby submits for itself and its property is exempt or immune from with respect to any such action to the exclusive jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of processcourt, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) waives, to the Action fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court is brought and (iv) agrees that it will not, and will not permit any of its affiliates to, bring or support anyone else in an inconvenient forum, (B) the venue of bringing any such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced action in or by such Chosen Courtsany other court.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b7.5 (b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties hereto would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement Agreement, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 7.2 (provided that nothing in this Section 7.5(b) shall affect the transactions contemplated hereby shall be brought, tried and determined only right of any party hereto to serve legal process in the Chosen Courts, (dany other manner permitted by Xxx) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement or the Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b10.08(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 10.02 (provided that nothing in this Section 10.08(b) shall affect the Chosen Courts are an inconvenient forum right of any party hereto to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity of proving actual damages or the inadequacy of money monetary damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. Each of the parties further agrees not to assert that a remedy of specific enforcement is unenforceable, invalid or contrary to Law. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, in accordance with Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. The foregoing shall not restrict any party’s right to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment, or to bring suit for the recognition or enforcement of any judgment obtained in any court sitting in the State of Delaware or in any other court of competent jurisdiction following final determination of the applicable matter.

Specific Enforcement; Jurisdiction. (a) The parties Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b7.9(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties Parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none neither of the parties Parties would have entered into this Agreement. (b) Each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the purpose of any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the Parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and determined exclusively in such court. Each of the Parties (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen Courtscourts of the State of Delaware in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waiveslegal action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 7.2 (iprovided that nothing in this Section 7.9(b) shall affect the right of either Party to serve legal process in any claim other manner permitted by applicable Law) and (iv) agrees that such party is it will not personally subject bring any legal action, suit or proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; (ii) court other than the courts of the State of Delaware. The Parties agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forumlegal action, (B) the venue of such Action is improper suit or (C) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict either Party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of each party to cause the other party (or parties) to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Offer, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, in accordance with Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware). Each The parties hereto agree that a final trial court judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (c) Notwithstanding anything in Section 9.08 or 9.10(b) to the contrary, each of the parties hereto hereby irrevocably and unconditionally waivesagrees that it will not bring or support any Proceeding (whether at law, and agrees not to assertin equity, by way of motion or as a defensein contract, counterclaim in tort or otherwise) against the lenders or any other Persons that have committed to provide the debt financing (the “Debt Financing”) to be incurred pursuant to that certain commitment letter (together with the related fee letter), dated November 1, 2014, between the Parent and Citibank, N.A., London Branch (as amended, supplemented or replaced, the “Debt Commitment Letter”) or other financings in connection with the Transactions (each such Person, a “Debt Financing Source”) in any action way relating to this Agreement or proceeding any of the Transactions, including any dispute arising out of or relating in any way to this Agreement the Debt Commitment Letter or the transactions contemplated hereby: performance thereof, in any forum other than the Commercial Court of Paris (iTribunal de Commerce de Paris). The provisions of this Section 9.10(c) any claim that such party is not personally subject shall be enforceable by each Debt Financing Source, its affiliates and their respective successors and permitted assigns. (d) Subject to the jurisdiction rights of the Chosen Courts parties to the Debt Commitment Letter under the terms thereof, neither the Company, nor any of its affiliates, solely in its capacity as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior party to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, shall have any rights or claims against any Debt Financing Sources in their respective capacities as lenders or arrangers in connection with arranging or providing the subject matter hereof, may not be enforced in or by such Chosen CourtsDebt Financing.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 9.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and to this Agreement agree that irreparable damage would occur in the event that if any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties to this Agreement shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy)Chosen Courts, this being in addition to any other remedy to which they are entitled at law or in equity. Each of , and the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by to this Agreement and without such right, none of the parties would have entered into this Agreementshall not be required to prove actual damages. (b) Each of the parties hereto hereby party to this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courtsfederal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions actions or proceedings arising in connection with or relating to this Agreement or the transactions contemplated hereby Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts those courts are an inconvenient forum and (ev) agrees that it will not bring any Action action relating to this Agreement or the Transactions in any court other than the Chosen Courts. Each The parties to this Agreement agree that mailing of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion process or as a defense, counterclaim or otherwise, other papers in connection with any such action or proceeding arising out of in the manner provided in Section 8.02 or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through other manner as may be permitted by applicable Law, shall be valid, effective and sufficient service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtsthereof.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 5.1 (iprovided that nothing in this Section 5.7(b) shall affect the right of any claim party to serve legal process in any other manner permitted by Law) and (iv) agrees that such party is it will not personally subject bring any Proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; court other than the Court of Chancery of the State of Delaware (ii) or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware). The parties hereto agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in or by such Chosen Courts.enforced

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b10.08(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement and the right of the Company to cause Parent and Merger Sub to cause any Lender to comply with its obligations under the Commitment Letter and/or the Definitive Financing Agreements. The parties hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties hereto would have entered into this Agreement. If, prior to the Outside Date, any party hereto brings any Proceeding, in each case, in accordance with Section 10.08(b), to enforce specifically the performance of the terms and provisions hereof by any other party hereto, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 10.02 (provided that nothing in this Section 10.08(b) shall affect the Chosen Courts are an inconvenient forum right of any party hereto to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, solely if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and that, without such right, none of the parties would have entered into this Agreement. To the extent any party hereto brings any Action to enforce specifically the performance of the terms and provisions of this Agreement when expressly available to such party pursuant to the terms of this Agreement, the Outside Date (as defined in Section 5.13(b)(i)) shall automatically be extended by (i) the amount of time during which such Action is pending, plus twenty (20) business days, or (ii) such other time period established by the court presiding over such Action. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any federal appellate court therefrom (aor, if United States federal jurisdiction is unavailable over a particular matter, the Supreme Court of the State of New York, New York County and any state appellate court therefrom), for the purpose of any Action arising out of or relating to this Agreement or the actions of Sellers or Buyer in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Action may be heard and determined exclusively in any such court. Each of the parties hereto (i) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsUnited States District Court for the Southern District of New York and any federal appellate court therefrom (or, if United States federal jurisdiction is unavailable over a particular matter, the Supreme Court of the State of New York, New York County and any state appellate court therefrom) in the event any Action arises out of this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Action arising in connection with out of or relating to this Agreement Agreement, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 5.01 (provided, that nothing in this Section 5.08(b) shall affect the transactions contemplated hereby shall be brought, tried and determined only right of any party to serve legal process in the Chosen Courts, (dany other manner permitted by Law) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (eiv) agrees that it will not bring any Action relating to this Agreement or the Transactions in any court other than the Chosen CourtsUnited States District Court for the Southern District of New York and any federal appellate court therefrom (or, if United States federal jurisdiction is unavailable over a particular matter, the Supreme Court of the State of New York, New York County and any state appellate court therefrom). Each of Notwithstanding the foregoing, the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties hereto acknowledge and agree that irreparable damage would occur and that the parties hereto 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 its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity of providing any bond or other security or proving actual damages or the inadequacy of money monetary damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. Each of the parties further agrees not to oppose a remedy of specific enforcement on the basis that the other party has an adequate alternative remedy at law. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, in accordance with Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. The foregoing shall not restrict any party’s right to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment, or to bring suit for the recognition or enforcement of any judgment obtained in any court sitting in the State of Delaware or in any other court of competent jurisdiction following final determination of the applicable matter.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions provision of this Agreement were not performed in accordance with its specific terms or were was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b4.07(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. (b) Each of the parties hereto hereby (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions legal action or proceeding arising in connection with out of or relating to this Agreement brought by any party or the transactions contemplated hereby its Affiliates against any other party or its Affiliates shall be brought, tried brought and determined only in the Chosen CourtsCourt of Chancery of the State of Delaware, (d) waives provided that, if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any claim of improper venue such legal action or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions proceeding may be brought in any federal court other than located in the Chosen CourtsState of Delaware. Each of the parties hereto hereby irrevocably consent to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: , (ia) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts courts in Delaware as described herein for any reason; , (iib) that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (iiic) that (Ai) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such Action suit, action or proceeding is improper or (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b8.10(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 8.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party to consummate the Transactions, and at such time all conditions to each party’s obligations to Closing are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing or are capable of being satisfied at the Closing or those conditions that relate to the subject matter of the Proceeding for specific performance), the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus five business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania (aand, to the extent the United States District Court for the Eastern District of Pennsylvania does not have subject matter jurisdiction, the jurisdiction of the courts of the Commonwealth of Pennsylvania in Philadelphia County) (the “Chosen Courts”), for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in the Chosen Courts. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourts in the event any Proceeding arises out of this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement Agreement, the Merger or any of the transactions contemplated hereby shall be broughtother Transactions, tried and determined only on behalf of itself or its property, by U.S. registered mail, (A) in the Chosen Courtscase of the Company, (d) waives any claim of improper venue or any claim that to the Chosen Courts are an inconvenient forum Company’s address set forth in Section 8.02, and (eB), in the case of Parent or Merger Sub, to the Process Agent in accordance with Section 8.10(c) (provided that nothing in this Section 8.10(b) shall affect the right of any party to serve legal process in any other manner permitted by Law) and (iv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each of the The parties hereto agree that a final trial court Judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-Judgment relief regarding, or any appeal from, such final trial court Judgment. (c) Parent and Merger Sub hereby irrevocably designate AAAgent Services, LLC (in such capacity, the “Process Agent”), with an office at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000, as its designee, appointee and unconditionally waivesagent to receive, for and agrees not to assert, by way on its behalf service of motion or as a defense, counterclaim or otherwise, process in any action or proceeding Proceeding arising out of or relating to this Agreement Agreement, the Merger or any of the transactions contemplated hereby: (i) other Transactions, and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any claim that such service upon the process agent, the party effecting such service shall also deliver a copy thereof to each other such party is in the manner provided in Section 8.02 of this Agreement. Parent shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that Parent will at all times have an agent for service of process for the above purposes in the Commonwealth of Pennsylvania. (d) This Section 8.10 shall not personally subject be construed as a waiver of the parties’ right to the jurisdiction seek enforcement of a decision of the Chosen Courts as described herein for before any reason; (ii) that it other courts, whether in the United States or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtsabroad.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and 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 its their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy thereforexcept as provided in the following sentences. It is accordingly agreed that (i) the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in from the Chancery Court of the State of Delaware and any state appellate court referred therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to in Section 5.7(baccept jurisdiction over a particular matter, any state or federal court within the State of Delaware), without the necessity proof of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing damages, without bond or posting of any bond in connection with such remedy)other security being required, this being in addition to any other remedy to which they are entitled under this Agreement, at law or in equity. Each , (ii) the provisions set forth in this Section 10.2 (A) are not intended to and do not adequately compensate for the harm that would result from a breach of the parties acknowledges this Agreement and agrees that (B) shall not be construed to diminish or otherwise impair in any respect any party’s right to specific enforcement, and (iii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of that right neither the parties Company nor Investor would have entered into this Agreement. Notwithstanding the foregoing, it is explicitly agreed that the Company shall only be entitled to seek or obtain an injunction, specific performance or other equitable remedies enforcing the Equity Funding Letter to cause the Equity Financing to be funded at the Closing, enforcing Section 8.11 to cause the MPSA to be executed and delivered by Ascension or otherwise causing the Closing to occur, if all conditions (other than the condition set forth in Section 7.6) are satisfied or waived and the Company has irrevocably confirmed in writing that if the Equity Financing is funded and the MPSA is executed and delivered by Ascension then it will take such actions that are required by it under this Agreement to cause the Closing to occur. The parties hereto further agree that (1) by seeking the remedies provided for in this Section 10.2(a), a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) in the event that the remedies provided for in this Section 10.2(a) are not available or otherwise are not granted, and (2) nothing set forth in this Section 10.2(a) shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 10.2(a) prior or as a condition to exercising any termination right under Section 9 (and pursuing damages after such termination), nor shall the commencement of any legal proceeding pursuant to this Section 10.2(a) or anything set forth in this Section 10.2(a) restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Section 9 or pursue any other remedies under this Agreement that may be available then or thereafter. (b) Each of the parties hereto hereby (a) irrevocably and unconditionally submits Notwithstanding anything herein to the personal jurisdiction contrary, the maximum aggregate liability of the Chosen Courts, (b) agrees that it will not attempt to deny any party hereto for monetary damages or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions arising otherwise in connection with this Agreement, the Equity Commitment Letter and the Transactions shall be limited to $50,000,000. Except with respect to the Limited Guaranty to the extent expressly provided therein, in no event shall any party hereto seek or relating permit to be sought on behalf of such party any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any Affiliate of such party, or any Representative, member, controlling Person or holder of any equity interests or securities of such party, or any of their respective Affiliates, in connection with this Agreement or the transactions contemplated hereby Transactions. Each party hereto acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages, any Person (other than such party to the extent provided in this Agreement), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of such party against any other party thereto or any Affiliate thereof, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. (c) The equitable remedies available to the parties hereto described in this Section 10.2 shall be broughtin addition to, tried and determined only not in the Chosen Courtslieu of, any other remedies at law or in equity that they may elect to pursue; provided, that while any party hereto may concurrently pursue both (i) a grant of specific performance in accordance with this Section 10.2 and (ii) money damages pursuant to this Agreement, under no circumstances shall such party be permitted or entitled to be awarded both a grant of specific performance and any money damages pursuant to this Agreement. (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) Each party hereto irrevocably 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 hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action or proceeding arising out of or relating to this Agreement brought by any other party hereto or its successors or assigns shall be brought and determined in the transactions contemplated hereby: Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (i) or, if the Chancery Court declines to accept jurisdiction over a particular matter, in any claim that such state or federal court within the State of Delaware), and each party is not personally subject hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Transactions. Each party agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in the State of Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of Delaware as described herein for any reason; (ii) that it or its property is exempt or immune from herein. Each party irrevocably consents to the service of process outside the territorial jurisdiction of any such Chosen Court or from any legal process commenced the courts referred to in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) the Action this Section 10.2 in any such court is brought in an inconvenient forumaction or proceeding by mailing copies thereof by registered or certified United States mail, (B) the venue of such Action is improper or (C) this Agreementpostage prepaid, or the subject matter hereofreturn receipt requested, may not be enforced to its address as specified in or pursuant to Section 10.9. However, the foregoing shall not limit the right of a party to effect service of process on the other party by such Chosen Courtsany other legally available method. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b8.10(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 8.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 business days, or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) in the event any Proceeding arises out of or relates to this Agreement, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 8.02 (provided that nothing in this Section 8.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law or shall limit the notice obligations under Section 8.02) and (eiv) agrees that it will not bring any Action Proceeding arising out of or relating to this Agreement Agreement, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur and 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 its their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy thereforexcept as provided in the following sentences. It is accordingly agreed that (i) the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in from the Chancery Court of the State of Delaware and any state appellate court referred therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to in Section 5.7(baccept jurisdiction over a particular matter, any state or federal court within the State of Delaware), without the necessity proof of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing damages, without bond or posting of any bond in connection with such remedy)other security being required, this being in addition to any other remedy to which they are entitled under this Agreement, at law or in equity. Each , (ii) the provisions set forth in this Section 15 (A) are not intended to and do not adequately compensate for the harm that would result from a breach of the parties acknowledges this Agreement and agrees that (B) shall not be construed to diminish or otherwise impair in any respect any party’s right to specific enforcement, and (iii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of that right neither the parties Company nor the Investor would have entered into this Agreement. (b) Each of the parties party hereto hereby (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (c) agrees that any Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) 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 hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action or proceeding arising out of or relating to this Agreement brought by any other party hereto or its successors or assigns shall be brought and determined in the transactions contemplated hereby: Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (i) or, only if the Chancery Court declines to accept jurisdiction over a particular matter, in any claim that such state or federal court within the State of Delaware), and each party is not personally subject hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Transactions. Each party agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in the State of Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of Delaware as described herein for any reason; (ii) that it or its property is exempt or immune from herein. Each party irrevocably consents to the service of process outside the territorial jurisdiction of any such Chosen Court or from any legal process commenced the courts referred to in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) the Action this Section 15 in any such court is brought in an inconvenient forumaction or proceeding by mailing copies thereof by registered or certified United States mail, (B) the venue of such Action is improper or (C) this Agreementpostage prepaid, or the subject matter hereofreturn receipt requested, may not be enforced to its address as specified in or pursuant to Section 19. However, the foregoing shall not limit the right of a party to effect service of process on the other party by such Chosen Courtsany other legally available method. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity proof of proving the inadequacy of money damages as a remedy or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement Transactions and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 9.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any Proceeding arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in any Delaware state or Federal court. Each of the parties hereto (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen CourtsDelaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Delaware Court of Chancery (or, if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.10(b), without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding, in each case in accordance with Section 9.10(b), to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus 20 business days or (ii) such other time period established by the court presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Offer, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.02 (provided that nothing in this Section 9.10(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b9.11(b), without the necessity of proving the inadequacy or unavailability of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond or surety in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement shall include the right of the Company to cause Parent and Merger Sub to cause the Offer, the Merger and the other Transactions to be consummated upon the terms and subject to the conditions set forth in this Agreement. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, and further agree not to assert that a remedy of monetary damages would provide an adequate, available or exclusive remedy. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would have entered into this Agreement. If, prior to the Outside Date, any party brings any Proceeding in accordance with Section 9.11(b) to enforce specifically the performance of the terms and provisions of this Agreement by any other party, the Outside Date automatically shall be extended by (i) the amount of time during which such Proceeding is pending, plus 30 days or (ii) such other time period established by the court having jurisdiction and presiding over such Proceeding, as the case may be. (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aor, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement, the Offer, the Merger or any of the other Transactions, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and unconditionally submits determined exclusively in such court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chosen CourtsCourt of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware) in the event any Proceeding arises out of this Agreement, the Offer, the Merger or any of the other Transactions, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that irrevocably consents to the service of process in any Actions Proceeding arising in connection with out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be broughtOffer, tried and determined only in the Chosen Courts, (d) waives any claim of improper venue Merger or any claim of the other Transactions, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 9.2 (provided that nothing in this Section 9.11(b) shall affect the Chosen Courts are an inconvenient forum right of any party to serve legal process in any other manner permitted by Law or shall limit the notice obligations under Section 9.2) and (eiv) agrees that it will not bring any Action Proceeding relating to this Agreement Agreement, the Offer, the Merger or any of the other Transactions in any court other than the Chosen Courts. Each Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or Federal court sitting in the State of Delaware). The parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as agree that a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that nothing herein shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.

Specific Enforcement; Jurisdiction. (a) The parties Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b)7.9(b) hereof, without the necessity of proving the inadequacy of money damages as a remedy (and each party Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law Law or in equity. Each of the parties Parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none neither of the parties Parties would have entered into this Agreement. (b) Each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the purpose of any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the Parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and determined exclusively in such court. Each of the Parties (ai) irrevocably and unconditionally submits consents to submit itself to the personal jurisdiction of the Chosen Courtscourts of the State of Delaware in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (ciii) agrees that any Actions arising in connection with or relating irrevocably consents to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (d) waives any claim service of improper venue or any claim that the Chosen Courts are an inconvenient forum and (e) agrees that it will not bring any Action relating to this Agreement or the Transactions process in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally waiveslegal action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby: , on behalf of itself or its property, in accordance with Section 7.2 hereof (iprovided that nothing in this Section 7.9(b) shall affect the right of either Party to serve legal process in any claim other manner permitted by applicable Law) and (iv) agrees that such party is it will not personally subject bring any legal action, suit or proceeding relating to the jurisdiction this Agreement or any of the Chosen Courts as described herein for transactions contemplated hereby in any reason; (ii) court other than the courts of the State of Delaware. The Parties agree that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final trial court judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forumlegal action, (B) the venue of such Action is improper suit or (C) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict either Party’s rights to seek any post-judgment relief regarding, or any appeal from, such Chosen Courtsfinal trial court judgment.