Common use of TWELFTH Clause in Contracts

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation or the Corporation’s Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of in the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation DGCL or the Corporation’s Bylaws, certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counseldoctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of in the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation Law or the Corporation’s Bylaws, certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counseldoctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

TWELFTH. Unless the The Corporation consents in writing to the selection of an alternative forumshall indemnify and hold harmless, and advance expenses, to the fullest extent permitted by the applicable lawlaw as it presently exists or may hereafter be amended, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall any person who was or is made or is threatened to be the sole and exclusive forum for made a party or is otherwise involved in any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought on behalf by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, (ii) any action asserting is or was serving at the request of the Corporation as a claim director, officer, employee or agent of breach another corporation or of a fiduciary duty owed partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans maintained or sponsored by the Corporation (a "Covered Person") (including the heirs, executors, administrators and estate of such Covered Person), against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in the Bylaws (as the same may provide from time to time), the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or a part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized by the Bylaws, in any directorwritten agreement with the Corporation, officer or other in the specific case by the Board of Directors; provided, however, that if successful in whole or in part in any suit for the advancement of expenses or indemnification hereunder, the Covered Person shall be entitled to payment of the expense of litigating such suit.. Nothing contained in this Article Twelfth shall affect any rights to indemnification or advancement of expenses to which directors, officers, employees or agents of the Corporation otherwise may be entitled under the Bylaws, any written agreement with the Corporation or otherwise. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision fullest extent of the General Corporation Law, the Certificate of Incorporation or the Corporation’s Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held with respect to be invalidthe indemnification and advancement of expenses of directors and officers of the Corporation. Without limiting the generality or the effect of the foregoing, illegal the Corporation may enter into one or unenforceable as applied to more agreements with any person that provide for indemnification greater or entity different than that provided in this Article Twelfth. No amendment or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions repeal of this Article Twelfth (including, without limitation, each portion of shall adversely affect any sentence of this Article Twelfth containing any right or protection existing hereunder or pursuant hereto immediately prior to such provision held to be invalid, illegal amendment or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired therebyrepeal.

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to To the fullest extent permitted by the applicable law, the Court of Chancery a director or officer of the State of Delaware Corporation shall be entitled to indemnification from the Corporation for any loss, damage, claim, legal proceeding or investigation (the a “Court of ChanceryLoss”) shall be the sole and exclusive forum for (or any stockholder expenses or costs associated therewith (including a beneficial owner“Costs”)) to bring (i) incurred by such director or officer by reason of any derivative action act or threatened, pending omission performed or completed action, suit omitted by such director or proceeding, whether civil, criminal, administrative or investigative, brought officer in good faith on behalf of the CorporationCorporation and in a manner reasonably believed to be within the scope of the authority conferred on such director or officer by the Corporation or by Delaware law, except that (a) no director or officer shall be entitled to be indemnified in respect of any Loss or Costs incurred by such director or officer by reason of such director or officer’s willful misconduct with respect to such acts or omissions and (b) no director or officer shall be entitled to be indemnified in respect of any Loss or Costs incurred by the director or officer for (i) such director or officer’s breach of his duty of loyalty to the Corporation or its stockholders, (ii) any action asserting a claim such director or officer’s acts or omissions not in good faith or which involve intentional misconduct or knowing violations of breach of a fiduciary duty owed by any directorlaw, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation or the Corporation’s Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to transaction from which the Court of Chancery determines director or officer derived an improper personal benefit; provided, however, that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of indemnity under this Article Twelfth shall be held funded out of and to be invalidthe extent of Corporation assets only (including any applicable insurance proceeds), illegal and no director or unenforceable officer shall have personal liability on account thereof. In a manner determined appropriate by the Board of Directors, the Corporation shall advance Costs incurred by or on behalf of a director or officer in connection with any Loss even before a final determination is made as applied to whether the director or officer is entitled to indemnification. The Corporation may enter into agreements with its directors or officers to provide for indemnification consistent with the terms and conditions set forth in this Article Thirteenth. The Corporation may purchase and maintain director and officer liability insurance at appropriate levels of coverage as determined by the Board of Directors. The Corporation may additionally indemnify any person employee or entity or circumstance for any reason whatsoever, then, agent of the Corporation to the fullest extent permitted by law. THIRTEENTH: A director or officer of the Corporation shall not be liable to the Corporation or any other person or entity who has an interest in the Corporation for a Loss or Costs incurred by reason of any act or omission performed or omitted by such director or officer in good faith on behalf of the Corporation, in a manner reasonably believed to be in the validitybest interest of the Corporation and in a manner reasonably believed to be within the scope of the authority conferred on such director or officer by the Corporation or by Delaware law, legality except that (a) a director or officer shall be liable for any such Loss and enforceability Costs incurred by reason of such provisions director or officer’s willful misconduct, and (b) notwithstanding anything in any other circumstance and this Certificate of Incorporation to the remaining provisions contrary, no provision of this Article Twelfth Certificate of Incorporation shall eliminate or limit the liability of a director or officer for (includingi) any breach of that person’s duty of loyalty to the Corporation or the stockholders (which duty of loyalty shall be not less than the duty of loyalty of a director of a Delaware corporation to such Corporation and its stockholders under Delaware law), without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal (ii) acts or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall omissions not in good faith or which involve intentional misconduct or knowing violations of law, or (iii) any way be affected transaction from which the director or impaired therebyofficer derived an improper personal benefit.

TWELFTH. Unless (A) In the Corporation consents absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust shall indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the Securities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in writing any registration statement or prospectus of the Shares, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the selection of an alternative forum, to the fullest extent permitted Trust in connection therewith by the applicable law, the Court of Chancery or on behalf of the State Distributor. The Distributor shall indemnify the Trust and the Shares against any and all claims, demands, liabilities and expenses which the Trust or the Shares may incur arising out of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring or based upon (i) any derivative action act or threateneddeed of the Distributor or its sales representatives which has not been authorized by the Trust in its prospectus or in this Agreement and (ii) the Trust's reliance on the Distributor's books, pending records, calculations and notices in Sections FOURTH: (E), SEVENTH: (C), EIGHTH: (B), EIGHTH: (C) and EIGHTH: (D). (B) The Distributor shall indemnify the Trust and the Shares against any and all claims, demands, liabilities and expenses which the Trust or completed actionthe Shares may incur under the Securities Act of 1933, suit as amended, or proceedingcommon law or otherwise, whether civilarising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or prospectus of the Shares, criminalor any omission to state a material fact therein if such statement or omission was made in reliance upon, administrative and in conformity with, information furnished to the Trust in connection therewith by or investigative, brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation or the Corporation’s Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or Distributor. (C) for which the Court of Chancery does not have subject matter jurisdiction. If Notwithstanding any other provision or provisions of this Article Twelfth Agreement, the Distributor shall not be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance liable for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and errors of the remaining provisions transfer agent(s) of this Article Twelfth (includingthe Shares, without limitation, each portion or for any failure of any sentence of this Article Twelfth containing any such provision held transfer agent to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired therebyperform its duties.

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation LawDGCL, the this Second Amended Certificate (including any Preferred Stock Designation relating to any series of Incorporation Preferred Stock) or the Corporation’s Bylawsbylaws of the Corporation (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by doctrine. If any action the laws subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located in the State of DelawareDelaware (a “Foreign Action”) andin the name of any stockholder, if brought outside the State of Delaware, the such stockholder bringing the suit will shall be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (ix) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court state and federal courts located within the State of Chancery within ten days following Delaware in connection with any action brought in any such determination), court to enforce the preceding sentence and (By) which is vested having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) Foreign Action as agent for which the Court of Chancery does not have subject matter jurisdictionsuch stockholder. If any provision or provisions of this Article Twelfth TWELFTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth TWELFTH (including, without limitation, each portion of any sentence of this Article Twelfth TWELFTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of in the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, proceeding brought on behalf of the Corporation, . (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation Law or the Corporation’s Bylaws, certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counseldoctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of in the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation Delaware DGCL or the Corporation’s Bylaws, certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counseldoctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.. EXHIBIT F FORM OF AMENDED AND RESTATED FOUNDER VESTING AGREEMENT

TWELFTH. Unless To the Corporation consents in writing to the selection of an alternative forum, to the fullest maximum extent permitted by the under applicable law, the Court of Chancery Corporation renounces any interest or expectancy of the State Corporation in, or in being offered an opportunity to participate in, any and all business opportunities that are presented to any of Delaware its stockholders or directors (other than in their capacity as a director and other than those directors who are employees of the Corporation or any of its direct or indirect subsidiaries). Without limiting the foregoing renunciation, the Corporation acknowledges that certain of the stockholders are in the business of making investments in, and have investments in, other businesses similar to and that may compete with the Corporation’s businesses (“Court Competing Businesses”), and agrees that each such stockholder shall have the right to make additional investments in or have relationships with other Competing Businesses independent of Chancery”) its investment in the Corporation. No stockholder that has designated a director shall be obligated to present to the sole Corporation any particular investment opportunity that such director or stockholder gains access to, other than by reason of such director’s status as a director (and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought on behalf other than those directors who are employees of the Corporation), (ii) any action asserting a claim of breach even if such opportunity is of a fiduciary duty owed by any directorcharacter that, officer or other employee of the Corporation if presented to the Corporation or the Corporation’s stockholdersone of its subsidiaries, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation or the Corporation’s Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed could be taken by the internal affairs doctrine (as defined by the laws of the State of Delaware) andCorporation or such subsidiary, if brought outside the State of Delaware, the and such director or stockholder bringing the suit will be deemed shall continue to have consented the right to service of process on take for such director’s or stockholder’s counsel, except for, as own respective account or to each of (i) through (iv) above, recommend to others any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdictionparticular investment opportunity. If any provision or The provisions of this Article Twelfth TWELFTH shall be held to be invalidin no way limit or eliminate any such stockholder’s or their direct or indirect equityholders’ duties, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, responsibilities and obligations with respect to the fullest extent permitted by law, the validity, legality and enforceability protection of such provisions in any other circumstance and proprietary information of the remaining provisions Corporation and any of its subsidiaries, including any applicable duty not to disclose or use such proprietary information improperly or to obtain therefrom an improper personal benefit. No amendment or repeal of this Article Twelfth (including, without limitation, each portion TWELFTH shall apply to or have any effect on the liability or alleged liability of any sentence director of this Article Twelfth containing any the Corporation for or with respect to opportunities of which such provision held director becomes aware prior to be invalid, illegal such amendment or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired therebyrepeal.

TWELFTH. Unless the Corporation consents in writing to the selection of an alternative forum, to any court of competent jurisdiction in the fullest extent permitted by the applicable law, the Court Commonwealth of Chancery of the State of Delaware (the “Court of Chancery”) Puerto Rico shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law, the Corporations Act or this Certificate of Incorporation or Bylaws of the Corporation’s Bylaws, Corporation or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine (as defined by the laws of the State of Delaware) and, if brought outside the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counseldoctrine, except for, as to each of clauses (i) through (iv) above, any claim (A) as to which a court of competent jurisdiction in the Court Commonwealth of Chancery Puerto Rico determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery such court (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery such court within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court of competent jurisdiction in the Court Commonwealth of ChanceryPuerto Rico, or (C) for which the Court of Chancery such court does not have subject matter jurisdiction. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. This Disclosure Schedule is made and given pursuant to Section 2 of the Series B Preferred Stock Purchase Agreement, dated as of December __, 2022 (the “Agreement”), between Energy Exploration Technologies Inc. and the Purchasers listed on the Schedule of Purchasers thereto. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is readily apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the Ordinary Course, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule includes brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described, true and complete copies of which have been provided to the Purchasers or their respective counsel.