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

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENT.

Venue; Waiver of Jury Trial. To (a) Each party hereby submits to the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive nonexclusive jurisdiction of the courts Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of New York located Delaware or any federal court sitting in New York County or the U.S. District Court State of Delaware), for the Southern District purpose of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related relating to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any each of the aforesaid actions or proceedings arising out of or related parties hereto hereby irrevocably agrees that all claims in respect to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought may be heard and determined in an inconvenient forum any such court. (b) Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Section 2.8 shall affect the right of any party to serve legal process in any other manner permitted by law, (b) consents to submit itself to the personal jurisdiction of the Delaware 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 dispute arises out of this Agreement or the transactions contemplated by this Agreement and (ivc) WAIVES, agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each party hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY BASED UPON OR OTHERWISE) ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 2.8.

Venue; Waiver of Jury Trial. To a. Each of the fullest extent Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and unless otherwise agreed nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by the Company in writing, the Subscriber hereby applicable law; (ii) irrevocably and unconditionally (i) consents to and accepts for submits itself and its properties and assets in respect of its property, generally, any Legal Proceeding to the exclusive general jurisdiction of the courts Court of Chancery of the State of New York located Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (collectively, the “Chosen Courts”) in New York County the event that any dispute or controversy arises out of this Agreement, the Guaranty or the U.S. District Court transactions contemplated hereby or thereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and leave from any such court; (iv) agrees that any legal action Legal Proceeding arising in connection with this Agreement or proceeding arising out of the transactions contemplated hereby or related to this Subscription Agreement seeking any relief whatsoever shall thereby will be brought brought, tried and determined only in the foregoing courts and not in any other court in any other jurisdiction, Chosen Courts; (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iiiv) waives any objection that it may now or hereafter have to the laying of venue of any of such Legal Proceeding in the aforesaid actions Chosen Courts or proceedings arising out of or related to this Subscription Agreement that such Legal Proceeding was brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any such court other than the claim Chosen Courts. Each Party agrees that a final judgment in any such action Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding has been brought in an inconvenient forum and (iv) WAIVESany other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWINVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) IT MAKES THIS WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Venue; Waiver of Jury Trial. To In addition, each of the fullest extent permitted parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by applicable lawmotion or other request for leave from any such court, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally including (i) consents any claim that it is not personally subject to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the above-named courts of for any reason other than the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related failure to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionlawfully serve process, (ii) waives that it or its property is exempt or immune from jurisdiction of any claim that such court or from any legal process commenced in such courts lack personal jurisdiction over it(whether through service of notice, and agrees not attachment prior to plead judgment, attachment in aid of execution of judgment, execution of judgment or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over itotherwise), (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead that (1) the suit, action or claim proceeding in any such court the claim that any such action or proceeding has been is brought in an inconvenient forum forum, (2) the venue of such suit, action or proceeding is improper and (iviii) WAIVESthis Agreement, TO or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT THE SUBSCRIBER IT MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY BASED UPON OR OTHERWISE) ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT., THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner

Venue; Waiver of Jury Trial. To In addition, each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally parties (ia) consents to and accepts for submit itself and in respect of its property, generally, to the exclusive personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any New York state court) sitting in the courts City of New York in the State of New York located and higher courts sitting in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of or related to this Subscription Agreement and Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any legal action or proceeding arising out such court, including (i) any claim that it is not personally subject to the jurisdiction of or related the above-named courts for any reason other than the failure to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionlawfully serve process, (ii) waives that it or its property is exempt or immune from jurisdiction of any claim that such court or from any legal process commenced in such courts lack personal jurisdiction over it(whether through service of notice, and agrees not attachment prior to plead judgment, attachment in aid of execution of judgment, execution of judgment or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over itotherwise), (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead that (1) the suit, action or claim proceeding in any such court the claim that any such action or proceeding has been is brought in an inconvenient forum forum, (2) the venue of such suit, action or proceeding is improper and (iviii) WAIVESthis Agreement, TO or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such New York City state court. EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT THE SUBSCRIBER IT MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY BASED UPON OR OTHERWISE) ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT., THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner

Venue; Waiver of Jury Trial. To (a) The parties hereto irrevocably submit to the fullest extent permitted by applicable lawjurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding Section 111 of the DGCL, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware) and the federal courts of the United States of America located in the State of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and the documents referred to in this Agreement and in respect of the transactions contemplated hereby and any and all claims or causes of action arising thereunder or relating thereto, and unless otherwise agreed hereby waive, and agree not to assert, as a defense in any proceeding for interpretation or enforcement hereof or any such document that is not subject thereto or that such proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this agreement or any such document may not be enforced in or by such courts, and the Company in writingparties hereto irrevocably agree that all claims and causes of action with respect to such proceeding shall be heard and determined exclusively by such a Delaware state or federal court. (b) Each party hereto acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, the Subscriber and therefore each such party hereby irrevocably and unconditionally (i) consents waives any right such party may have to and accepts for itself and a trial by jury in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County any litigation directly or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters indirectly arising out of or related relating to this Subscription Agreement or the transactions contemplated by this Agreement. Each party certifies and agrees acknowledges that (i) no Representative of any legal action other party has represented, expressly or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing courts and not in any other court in any other jurisdiction, waiver; (ii) waives any claim that such courts lack personal jurisdiction over it, party understands and agrees not to plead or claim, in any legal action or proceeding arising out has considered the implications of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, the foregoing waiver; (iii) waives any objection that it may now or hereafter have to such party makes the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waivesforegoing waiver voluntarily, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVESsuch party has been induced to enter into this Agreement by, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWamong other things, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTthe mutual waiver and certifications in this Section 2.8.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to the Agreement (i) consents to and accepts which includes, for itself and in respect the avoidance of its property, generallydoubt, the exclusive jurisdiction of Order Form and these Terms and Conditions), and all contemplated transactions, in any forum other than the courts of the State of New York located California sitting in New York County or Los Angeles, California, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the U.S. District Court for the Southern District exclusive jurisdiction of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement such courts and agrees that to bring any legal action such action, litigation or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought only in the foregoing courts of the State of California sitting in sitting in Los Angeles, California. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and not may be enforced in other jurisdictions by suit on the judgment or in any other court in any other jurisdictionmanner provided by law. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THE AGREEMENT (WHICH INCLUDES, (ii) waives any claim that such courts lack personal jurisdiction over itFOR THE AVOIDANCE OF DOUBT, and agrees not to plead or claimTHE ORDER FORM AND THESE TERMS AND CONDITIONS), in any legal action or proceeding arising out of or related to this Subscription AgreementIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, that such courts lack personal jurisdiction over itTHEREFORE, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF LEGAL ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY RELATING TO THE AGREEMENT (WHICH INCLUDES, FOR THE AVOIDANCE OF DOUBT, THE ORDER FORM AND THESE TERMS AND CONDITIONS),, OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTTHE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES, EXCEPT THAT DELAWARE LAW SHALL APPLY TO THE EXTENT REQUIRED IN CONNECTION WITH THE EFFECTUATION OF THE MERGER. The parties irrevocably submit to the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the federal courts of the United States of America located in the State of New York located solely in New York County respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement and by those documents, and hereby waive, and agree not to assert, as a defense in any action, suit or the U.S. District Court proceeding for the Southern District interpretation or enforcement of New York located in New York County for the resolution this Agreement or of all matters arising out of or related any such document, that it is not subject to this Subscription Agreement or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and agrees the parties hereto irrevocably agree that any legal all claims with respect to such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought heard and determined in the foregoing courts such a federal court. The parties hereby consent to and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in grant any such court jurisdiction over the claim Person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding has been brought in an inconvenient forum the manner provided in Section 8.4 or in such other manner as may be permitted by Law, shall be valid and sufficient service thereof. (ivb) WAIVESEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION LITIGATION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.3.

Venue; Waiver of Jury Trial. To (a) Each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally parties (i) consents irrevocably submits itself to the personal jurisdiction of all state and accepts for itself federal courts sitting in the State of Delaware, including to the jurisdiction of all courts to which an appeal may be taken from such courts, in any Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (ii) agrees that all claims in respect of its propertyany such Proceeding must be brought, generally, heard and determined exclusively in the exclusive jurisdiction Court of the courts Chancery of the State of New York located Delaware (provided that, in New York County the event subject matter jurisdiction is declined by or unavailable in the U.S. District Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or related relating to this Subscription Agreement Agreement, any of the transactions contemplated hereby or any facts and agrees that any legal action circumstances leading to its execution or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other jurisdictionmanner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such Proceeding, including any appeal thereof. (iib) waives Each of the parties agrees that service of any claim process, summons, notice or document in accordance with Section 11.5 will be effective service of process for any Proceeding brought against it by the other party in connection with this Section 11.6; provided, however, that such courts lack personal jurisdiction over it, and agrees not nothing contained herein will affect the right of any party to plead or claim, serve legal process in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent other manner permitted by applicable lawLaw. Notwithstanding the foregoing, the consents to jurisdiction set forth in this Section 11.6 will not constitute general consents to service of process in the State of Delaware and agrees shall have no effect for any purpose except as provided in this Section 11.6 and will not be deemed to plead or claim in confer rights on any such court Person other than the claim that any such action or proceeding has been brought in an inconvenient forum and parties. (ivc) WAIVESEACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LITIGATION (WHETHER BASED ON CONTRACT, TORT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE FACTS OR CIRCUMSTANCES LEADING TO ITS EXECUTION OR PERFORMANCE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY OR REPRESENTATIVE OR AFFILIATE THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH.

Venue; Waiver of Jury Trial. To (a) Each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber parties hereto hereby irrevocably and unconditionally (i) consents to and accepts submits, for itself and in respect of its property, generally, to the exclusive jurisdiction of the courts of the State of New York located in the City of New York County York, Borough of Manhattan, or of the U.S. District Court for United States of America sitting in the Southern District of New York located York, and any appellate court from any thereof, in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related relating to this Subscription Agreement seeking or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby for any relief whatsoever shall be brought reason other than the failure to serve process in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over itaccordance with this Section 2.8, and agrees not irrevocably waive the defense of an inconvenient forum or an improper venue to plead the maintenance of any such action or claim, proceeding. Any service of process to be made in any legal such action or proceeding arising out may be made by delivery of or related process in accordance with the notice provisions contained in Section 2.2. The consents to jurisdiction set forth in this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have Section 2.8 shall not constitute general consents to the laying service of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought process in the aforesaid courts State of New York and hereby further irrevocably waives, shall have no effect for any purpose except as provided in this Section 2.8 and shall not be deemed to confer rights on any person other than the fullest extent permitted by applicable law, and agrees not to plead or claim parties. The parties agree that a final judgment in any such court the claim that any such action or proceeding has been brought shall be conclusive and may be enforced in an inconvenient forum other jurisdictions by suit on the judgment or in any other manner provided by applicable law. In addition, each of the parties hereto agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and irrevocably waives any and all right to trial by jury with respect to any action related to or arising out of this Agreement. (ivb) WAIVESEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO AND THEREFORE EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING DIRECTLY INVOLVING ANY MATTERS (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIM OTHER PARTY HAS REPRESENTED, EXPRESSLY OR CAUSE OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF OR DIRECTLY OR INDIRECTLY RELATED THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENTAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 2.8.

Venue; Waiver of Jury Trial. To In addition, each of the fullest extent permitted parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction, any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement or any of the Transactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by applicable lawmotion or other request for leave from any such court, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally including (i) consents any claim that it is not personally subject to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the above-named courts of for any reason other than the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related failure to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionlawfully serve process, (ii) waives that it or its property is exempt or immune from jurisdiction of any claim that such court or from any legal process commenced in such courts lack personal jurisdiction over it(whether through service of notice, and agrees not attachment prior to plead judgment, attachment in aid of execution of judgment, execution of judgment or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over itotherwise), (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable lawLegal Requirements, and agrees not to plead that (1) the suit, action or claim proceeding in any such court the claim that any such action or proceeding has been is brought in an inconvenient forum forum, (2) the venue of such suit, action or proceeding is improper and (iviii) WAIVESthis Agreement, TO or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWPARENT, MERGER SUB, AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT THE SUBSCRIBER IT MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY BASED UPON OR OTHERWISE) ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF OR THE TRANSACTIONS. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 8.5 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable lawLaw, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally each Party hereto (ia) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal claim, action or proceeding arising out of or related to this Subscription Agreement Proceeding by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the Contemplated Transactions shall be brought only in the foregoing any State or Federal courts located in Dallas County, Texas, and not in any other State or Federal court in the United States of America or any court in any other jurisdictioncountry, (iib) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal Proceedings arising out of, or in connection with, this Agreement or the Contemplated Transactions, (c) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives assert any objection that it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement such Proceeding brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead such a court or claim in any such court the claim that any such action or proceeding Proceeding brought in such a court has been brought in an inconvenient forum forum, and (ivd) agrees that a final judgment in any such action or Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Notwithstanding anything to the contrary contained in this Section 11.8, matters addressed in Section 3.2 shall be controlled by its arbitration procedures. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY OF JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY CLAIM LITIGATION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) Each Party consents to and accepts for itself and personal jurisdiction in respect of its property, generally, any action brought in the exclusive jurisdiction of the United States federal courts of located in the State of New York located Texas with respect to any dispute, claim, or controversy arising out of, in New York County relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the U.S. determination of Purchase Price adjustments pursuant to Section 8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of New York located Texas, Houston Division. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionsuch courts, (iic) waives any claim objection that such courts lack personal are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it may be effected by mailing a copy thereof by registered mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not constitute general consents to plead or claim, service of process in the State of Texas for any legal action or proceeding arising out of or related purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO . THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A PARTIES HEREBY WAIVE TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING, OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR DIRECTLY OR INDIRECTLY RELATED TO IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT.

Venue; Waiver of Jury Trial. To Each Party consents to personal jurisdiction in any action brought in the fullest extent permitted by applicable lawUnited States federal courts located in the State of Texas with respect to any dispute, claim, or controversy arising out of, in relation to, or in connection with, this Agreement, and unless otherwise agreed each of the Parties agrees that any action instituted by it against the Company other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in writingrelation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the Subscriber hereby determination of Purchase Price adjustments pursuant to Section 8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of Texas, Houston Division. Each Party (a) irrevocably and unconditionally (i) consents submits to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it may be effected by mailing a copy thereof by registered mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the courts State of Texas for any purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Agreement. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF, IN RELATION TO, OR IN CONNECTION WITH, THIS AGREEMENT OR ARISING OUT OF OR RELATING TO THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE. Notwithstanding the foregoing, each Party hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Commitment Letter, or any of the transactions contemplated hereby or thereby, including, without limitation, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York located York, County of New York, or, if under applicable law exclusive jurisdiction is vested in New York County or the U.S. federal courts, the United States District Court for the Southern District of New York located in New York County for (and the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing appellate courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over itthereof), and agrees not that the provisions of this Section 12.7 relating to plead or the waiver of jury trial shall apply to any such action, cause of action, claim, in any legal action cross-claim or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTthird-party claim.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction Each of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and parties irrevocably agrees that any legal action or proceeding arising out of or related relating to this Subscription Agreement seeking brought by any relief whatsoever party or its affiliates against any other party or its affiliates shall be brought and determined in the foregoing courts and Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any other federal court located in the State of Delaware or any other jurisdictionDelaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, (ii) waives generally and unconditionally, with regard to any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related relating to this Subscription AgreementAgreement 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 courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any service is insufficient. Each of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts parties hereby irrevocably and hereby further irrevocably unconditionally waives, to the fullest extent permitted by applicable law, and agrees not to plead 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, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court the claim that any such action or proceeding has been is brought in an inconvenient forum and forum, (ivii) WAIVESthe venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION, SUIT, ACTION, PROCEEDING, CROSS-CLAIM OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (ii) THE TRANSACTIONS CONTEMPLATED HEREBY OR (iii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIM OTHER PARTY HAS REPRESENTED, EXPRESSLY OR CAUSE OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENTAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable lawLaw, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally each Party hereto (ia) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal claim, action or proceeding arising out of or related to this Subscription Agreement Proceeding by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the Contemplated Transactions shall be brought only in the foregoing (1) any State or Federal courts located in Davidson County, Tennessee, if such action is initiated by any Transferor Party or any Transferor Indemnified Party, or (2) any State or Federal courts located in Fairfax County, Virginia, if such action is initiated by Acquiror or any Acquiror Indemnified Party, and not in any other State or Federal court in the United States of America or any court in any other jurisdictioncountry, (iib) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal Proceedings arising out of, or in connection with, this Agreement or the Contemplated Transactions, (c) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives assert any objection that it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement such Proceeding brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead such a court or claim in any such court the claim that any such action or proceeding Proceeding brought in such a court has been brought in an inconvenient forum forum, and (ivd) agrees that a final judgment in any such action or Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Notwithstanding anything to the contrary contained in this Section 10.7, matters addressed in Section 8.7(c) shall be controlled by its arbitration procedures. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY OF JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY CLAIM LITIGATION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) Each Party consents to and accepts for itself and personal jurisdiction in respect of its property, generally, any action brought in the exclusive jurisdiction of the United States federal courts of located in the State of New York located Texas with respect to any dispute, claim, or controversy arising out of, in New York County relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section ‎3.10 or the U.S. determination of Purchase Price adjustments pursuant to Section ‎8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of New York located Texas, Houston Division. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionsuch courts, (iic) waives any claim objection that such courts lack personal are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it may be effected by mailing a copy thereof by registered mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section ‎12.2. The foregoing consents to jurisdiction and service of process shall not constitute general consents to plead or claim, service of process in the State of Texas for any legal action or proceeding arising out of or related purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO . THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A PARTIES HEREBY WAIVE TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING, OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR DIRECTLY OR INDIRECTLY RELATED TO IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable a. All actions and proceedings (whether at law, and unless otherwise agreed by the Company in writingcontract, in tort or otherwise) arising out of or relating to this Agreement, the Subscriber negotiation, validity or performance of this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (or, if the Chancery Court declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and the Parties irrevocably and unconditionally (i) consents submit to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought such court (and, in the foregoing courts and not in any other case of appeals, the appropriate appellate court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claimtherefrom), in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and (iv) WAIVES, shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Parties. The Parties agree that service of any court paper may be made in any manner as may be provided under Applicable Law or court rules governing service of process in such court. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. b. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENT.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law(a) Any proceeding or Action based upon, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall the transactions contemplated hereby must be brought in the foregoing courts Court of Chancery of the State of New York (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of New York), or, if it has or can acquire jurisdiction, in the United States District Court for the District of New York, and not in any other each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any other jurisdictionsuch proceeding or Action, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying personal jurisdiction, venue or to convenience of venue of any forum, (iii) agrees that all claims in respect of the aforesaid actions proceeding or proceedings Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or related relating to this Subscription Agreement brought or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the aforesaid courts and hereby further irrevocably waivesright of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to the fullest extent permitted by applicable law, and agrees not to plead or claim enforce judgments obtained in any such court the claim that any such action Action, suit or proceeding has been brought in an inconvenient forum and pursuant to this Section 14(a); (ivb) WAIVESEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, SUIT OR CAUSE OF ACTION PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To a. Each of the fullest extent Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts (as defined below)) in any action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 5.6 or in such other manner as may be permitted by applicable law, and unless otherwise agreed nothing in this Section 5.8 will affect the right of any Party to serve legal process in any other manner permitted by the Company in writing, the Subscriber hereby applicable law; (ii) irrevocably and unconditionally (i) consents to and accepts for submits itself and its properties and assets in respect of its propertyany action, generally, suit or proceeding to the exclusive general jurisdiction of the courts Court of Chancery of the State of New York located Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in New York County the event that any dispute or controversy arises out of this Agreement or the U.S. District Court transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and leave from any such court; (iv) agrees that any legal action action, suit or proceeding arising out of in connection with this Agreement or related to this Subscription Agreement seeking any relief whatsoever shall the transactions contemplated hereby or thereby will be brought brought, tried and determined only in the foregoing courts and not in any other court in any other jurisdiction, Chosen Courts; (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iiiv) waives any objection that it may now or hereafter have to the laying of venue of any of such action, suit or proceeding in the aforesaid actions Chosen Courts or proceedings arising out of that such action, suit or related to this Subscription Agreement proceeding was brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any such court other than the claim Chosen Courts. Each Party agrees that a final judgment in any such action action, suit or proceeding has been brought in an inconvenient forum the Chosen Courts will be conclusive and (iv) WAIVESmay be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWINVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, SUIT OR CAUSE PROCEEDING (WHETHER FOR BREACH OF ACTION CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.8.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally each party hereto (ia) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal claim, action or proceeding arising out of or related to this Subscription Agreement by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the foregoing courts any Tennessee State court located in Davidson County and not in any other State or Federal court in the United States of America or any court in any other jurisdictioncountry, (ii) waives any claim that agrees to submit to the exclusive jurisdiction of such courts lack personal jurisdiction over it, and agrees not to plead or claim, located in any Davidson County for purposes of all legal action or proceeding proceedings arising out of of, or related to in connection with, this Subscription Agreement, that such courts lack personal jurisdiction over itAgreement or the transactions contemplated hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement such proceeding brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead such a court or claim in any such court the claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum forum, and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY OF IN CONNECTION WITH ANY CLAIM LITIGATION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) Each Party consents to and accepts for itself and personal jurisdiction in respect of its property, generally, any action brought in the exclusive jurisdiction of the United States federal courts of located in the State of New York located Texas with respect to any dispute, claim, or controversy arising out of, in New York County relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the U.S. determination of Purchase Price adjustments pursuant to Section 8.4(c) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of New York located Texas, Houston Division. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionsuch courts, (iic) waives any claim objection that such courts lack personal are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it may be effected by mailing a copy thereof by registered mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not constitute general consents to plead or claim, service of process in the State of Texas for any legal action or proceeding arising out of or related purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO . THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A PARTIES HEREBY WAIVE TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING, OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR DIRECTLY OR INDIRECTLY RELATED TO IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT.

Venue; Waiver of Jury Trial. To (a) Each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally parties (i) consents irrevocably submits itself to the personal jurisdiction of all state and accepts for itself federal courts sitting in the State of Delaware, including to the jurisdiction of all courts to which an appeal may be taken from such courts, in any Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (ii) agrees that all claims in respect of its propertyany such Proceeding must be brought, generally, heard and determined exclusively in the exclusive jurisdiction Court of the courts Chancery of the State of New York located Delaware (provided that, in New York County the event subject matter jurisdiction is declined by or unavailable in the U.S. District Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or related relating to this Subscription Agreement Agreement, any of the transactions contemplated hereby or any facts and agrees that any legal action circumstances leading to its execution or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other jurisdictionmanner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such Proceeding, including any appeal thereof. (iib) waives Each of the parties agrees that service of any claim process, summons, notice or document in accordance with Section 12.5 will be effective service of process for any Proceeding brought against it by the other party in connection with this Section 12.6; provided, however, that such courts lack personal jurisdiction over it, and agrees not nothing contained herein will affect the right of any party to plead or claim, serve legal process in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent other manner permitted by applicable lawLaw. Notwithstanding the foregoing, the consents to jurisdiction set forth in this Section 12.6 will not constitute general consents to service of process in the State of Delaware and agrees shall have no effect for any purpose except as provided in this Section 12.6 and will not be deemed to plead or claim in confer rights on any such court person other than the claim that any such action or proceeding has been brought in an inconvenient forum and parties. (ivc) WAIVESEACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LITIGATION (WHETHER BASED ON CONTRACT, TORT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE FACTS OR CIRCUMSTANCES LEADING TO ITS EXECUTION OR PERFORMANCE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY OR REPRESENTATIVE OR AFFILIATE THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH.

Venue; Waiver of Jury Trial. To In addition, each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally parties (ia) consents to and accepts for submit itself and in respect of its property, generally, to the exclusive personal jurisdiction of the courts of any Federal court (and if such Federal court finds that it can not exercise jurisdiction, any New York state court) sitting in New York City in the State of New York located and higher courts sitting in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement or related to this Subscription Agreement and any of the Transactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any legal action or proceeding arising out such court, including (i) any claim that it is not personally subject to the jurisdiction of or related the above-named courts for any reason other than the failure to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionlawfully serve process, (ii) waives that it or its property is exempt or immune from jurisdiction of any claim that such court or from any legal process commenced in such courts lack personal jurisdiction over it(whether through service of notice, and agrees not attachment prior to plead judgment, attachment in aid of execution of judgment, execution of judgment or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over itotherwise), (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead that (1) the suit, action or claim proceeding in any such court the claim that any such action or proceeding has been is brought in an inconvenient forum forum, (2) the venue of such suit, action or proceeding is improper and (iviii) WAIVESthis Agreement, TO or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such New York state court sitting in New York City in the State of New York. EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWPARENT, MERGER SUB, AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT THE SUBSCRIBER IT MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY BASED UPON OR OTHERWISE) ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF OR THE TRANSACTIONS. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 8.5 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction Each of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and Parties irrevocably agrees that any legal action or proceeding arising out of or related relating to this Subscription Agreement seeking brought by any relief whatsoever Party or its Affiliates against any other Party or its Affiliates shall be brought and determined in the foregoing courts and Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any other federal court located in the State of Delaware or any other jurisdictionDelaware state court. Each of the Parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, (ii) waives generally and unconditionally, with regard to any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related relating to this Subscription AgreementAgreement 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 courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any service is insufficient. Each of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts Parties hereby irrevocably and hereby further irrevocably unconditionally waives, to the fullest extent permitted by applicable law, and agrees not to plead 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, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court the claim that any such action or proceeding has been is brought in an inconvenient forum and forum, (ivii) WAIVESthe venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION, SUIT, ACTION, PROCEEDING, CROSS-CLAIM OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (ii) THE TRANSACTIONS CONTEMPLATED HEREBY OR (iii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIM OTHER PARTY HAS REPRESENTED, EXPRESSLY OR CAUSE OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENTAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Venue; Waiver of Jury Trial. To Each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally parties (i) consents irrevocably submits itself to the personal jurisdiction of all state and accepts for itself federal courts sitting in the State of Delaware, including to the jurisdiction of all courts to which an appeal may be taken from such courts, in any Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (ii) agrees that all claims in respect of its propertyany such Proceeding must be brought, generally, heard and determined exclusively in the exclusive jurisdiction Court of the courts Chancery of the State of New York located Delaware (provided that, in New York County the event subject matter jurisdiction is declined by or unavailable in the U.S. District Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or related relating to this Subscription Agreement Agreement, any of the transactions contemplated hereby or any facts and agrees that any legal action circumstances leading to its execution or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other jurisdictionmanner provided by applicable Law. Each of the parties agrees to waive any bond, (ii) waives any claim surety or other security that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue might be required of any of the aforesaid actions or proceedings arising out of or related other party with respect to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that Proceeding, including any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTappeal thereof.

Venue; Waiver of Jury Trial. To (a) Each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber Parties hereby irrevocably and unconditionally (i) consents submits to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in New York County or the U.S. District Court for the Southern District of New York located solely in New York County for respect of the resolution interpretation and enforcement of all matters arising out the provisions of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related the documents referred to in this Subscription Agreement seeking any relief whatsoever shall be brought and in respect of the foregoing courts transactions contemplated by this Agreement, and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over ithereby waives, and agrees not to plead or claimassert, as a defense in any legal action Action for the interpretation or proceeding arising out enforcement hereof or of any such document that it is not subject thereto or related to this Subscription Agreement, that such Action may not be brought or is not maintainable in said courts lack personal or that the venue thereof may not be appropriate or convenient (or that there is a more convenient forum for such Action) or that this Agreement or any such document may not be enforced in or by such courts, and each of the Parties hereto irrevocably agrees that all claims with respect to such Action shall be heard and determined in such courts. The Parties hereby consent to and grant any such court jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying person of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waivessuch Parties and, to the fullest extent permitted by applicable lawLaw, over the subject matter of such dispute and agrees not to plead agree that delivery of process or claim other papers in connection with any such court Action in the claim that any manner provided in Section 9.03 or in such action or proceeding has been brought in an inconvenient forum other manner as may be permitted by Law shall be valid and sufficient service thereof. (ivb) WAIVESEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION LITIGATION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.05(b).

Venue; Waiver of Jury Trial. To a. Each of the fullest extent Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and unless otherwise agreed nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by the Company in writing, the Subscriber hereby applicable law; (ii) irrevocably and unconditionally (i) consents to and accepts for submits itself and its properties and assets in respect of its property, generally, any Legal Proceeding to the exclusive general jurisdiction of the courts Court of Chancery of the State of New York located Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in New York County the event that any dispute or controversy arises out of this Agreement, the Guaranty or the U.S. District Court transactions contemplated hereby or thereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and leave from any such court; (iv) agrees that any legal action Legal Proceeding arising in connection with this Agreement or proceeding arising out of the transactions contemplated hereby or related to this Subscription Agreement seeking any relief whatsoever shall thereby will be brought brought, tried and determined only in the foregoing courts and not in any other court in any other jurisdiction, Chosen Courts; (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iiiv) waives any objection that it may now or hereafter have to the laying of venue of any of such Legal Proceeding in the aforesaid actions Chosen Courts or proceedings arising out of or related to this Subscription Agreement that such Legal Proceeding was brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any such court other than the claim Chosen Courts. Each Party agrees that a final judgment in any such action Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding has been brought in an inconvenient forum and (iv) WAIVESany other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWINVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Venue; Waiver of Jury Trial. To a. Each of the fullest extent Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Action relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and unless otherwise agreed nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by the Company in writing, the Subscriber hereby applicable law; (ii) irrevocably and unconditionally (i) consents to and accepts for submits itself and its properties and assets in respect of its property, generally, any Action to the exclusive general jurisdiction of the courts Court of Chancery of the State of New York located Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in New York County the event that any dispute or controversy arises out of this Agreement, the Guaranty or the U.S. District Court transactions contemplated hereby or thereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and leave from any such court; (iv) agrees that any legal action Action arising in connection with this Agreement or proceeding arising out of the transactions contemplated hereby or related to this Subscription Agreement seeking any relief whatsoever shall thereby will be brought brought, tried and determined only in the foregoing courts and not in any other court in any other jurisdiction, Chosen Courts; (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iiiv) waives any objection that it may now or hereafter have to the laying of venue of any of such Action in the aforesaid actions Chosen Courts or proceedings arising out of or related to this Subscription Agreement that such Action was brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Action relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any such court other than the claim Chosen Courts. Each Party agrees that a final judgment in any such action Action in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding has been brought in an inconvenient forum and (iv) WAIVESany other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWINVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber (a) The Parties hereby irrevocably and unconditionally (i) consents submit to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York Texas and the federal court of the United States of America located in New York County the State of Texas solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or the U.S. District Court proceeding for the Southern District interpretation or enforcement hereof or of New York located any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in New York County for such courts or that the resolution venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding will be heard and determined in such a Texas state or federal court. Each Party consents to and grants any such court jurisdiction over the person of all matters arising out such Party and over the subject matter of or related to this Subscription Agreement such dispute and agrees that any legal action mailing of process or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought other papers in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that connection with any such action or proceeding in the manner provided in Section 3.3 herein or in such other manner as may be permitted by law will be valid and sufficient service thereof. (b) Each Party acknowledges and agrees that any controversy that may arise under this agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this agreement, or the transactions contemplated by this agreement. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other Party has been brought represented, expressly or otherwise, that such other Party would not, in an inconvenient forum the event of litigation, seek to enforce the foregoing waiver, (ii) each Party understands and has considered the implications of this waiver, (iii) each Party makes this waiver voluntarily, and (iv) WAIVESeach Party has been induced to enter into this agreement by, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWamong other things, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTthe mutual waivers and certificates in this paragraph (b).

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) Each Party consents to and accepts for itself and personal jurisdiction in respect of its property, generally, any action brought in the exclusive jurisdiction of the United States federal courts of located in the State of New York located Texas with respect to any dispute, claim, or controversy arising out of, in New York County relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the U.S. determination of Purchase Price adjustments pursuant to Section 8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of New York Texas, Houston Division; provided, that if such court denies jurisdiction with respect to such dispute, such dispute, claim or controversy may be initiated in any State court located in New York County for Harris County, Texas. Each Party (a) irrevocably submits to the resolution exclusive jurisdiction of all matters arising out of or related such courts, (b) waives any objection to this Subscription Agreement and agrees that laying venue in any legal such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionsuch courts, (iic) waives any claim objection that such courts lack personal are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it may be effected by mailing a copy thereof by registered mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not constitute general consents to plead or claim, service of process in the State of Texas for any legal action or proceeding arising out of or related purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO . THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A PARTIES HEREBY WAIVE TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING, OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR DIRECTLY OR INDIRECTLY RELATED TO IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally each party hereto (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal claim, action or proceeding arising out of or related to this Subscription Agreement by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the foregoing courts any Massachusetts state or federal court and not in any other state or federal court in the United States of America or any court in any other jurisdictioncountry, (ii) waives any claim that agrees to submit to the exclusive jurisdiction of such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any for purposes of all legal action or proceeding proceedings arising out of of, or related to in connection with, this Subscription Agreement, that such courts lack personal jurisdiction over itAgreement or the transactions contemplated hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement such proceeding brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead such a court or claim in any such court the claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum forum, and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY OF JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY CLAIM LITIGATION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party in any dispute arising hereunder shall be entitled to recover its costs (including, without limitation, reasonable attorneys' and experts' fees) from the losing party.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its propertyAny proceeding or Action based upon, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall the transactions contemplated hereby must be brought in the foregoing courts Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and not in any other each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any other jurisdictionsuch proceeding or Action, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying personal jurisdiction, venue or to convenience of venue of any forum, (iii) agrees that all claims in respect of the aforesaid actions proceeding or proceedings Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or related relating to this Subscription Agreement brought or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the aforesaid courts and hereby further irrevocably waivesright of any party to serve process in any manner permitted by Lxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to the fullest extent permitted by applicable law, and agrees not to plead or claim enforce judgments obtained in any such court the claim that any such action Action, suit or proceeding has been brought in an inconvenient forum and pursuant to this Section 2(j); (ivii) WAIVESEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, SUIT OR CAUSE OF ACTION PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To (a) Each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally parties (i) consents irrevocably submits itself to the personal jurisdiction of all state and accepts for itself federal courts sitting in the State of Delaware, including to the jurisdiction of all courts to which an appeal may be taken from such courts, in any Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (ii) agrees that all claims in respect of its propertyany such Proceeding must be brought, generally, heard and determined exclusively in the exclusive jurisdiction Court of the courts Chancery of the State of New York located Delaware (provided that, in New York County the event subject matter jurisdiction is declined by or unavailable in the U.S. District Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or related relating to this Subscription Agreement Agreement, any of the transactions contemplated hereby or any facts and agrees that any legal action circumstances leading to its execution or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other jurisdictionmanner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such Proceeding, including any appeal thereof. (iib) waives Each of the parties agrees that service of any claim process, summons, notice or document in accordance with Section 11.5 will be effective service of process for any Proceeding brought against it by the other party in connection with this Section 11.6; provided, however, that such courts lack personal jurisdiction over it, and agrees not nothing contained herein will affect the right of any party to plead or claim, serve legal process in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent other manner permitted by applicable lawLaw. Notwithstanding the foregoing, the consents to jurisdiction set forth in this Section 11.6 will not constitute general consents to service of process in the State of Delaware and agrees shall have no effect for any purpose except as provided in this Section 11.6 and will not be deemed to plead or claim in confer rights on any such court Person other than the claim that any such action or proceeding has been brought in an inconvenient forum and parties (ivc) WAIVESEACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LITIGATION (WHETHER BASED ON CONTRACT, TORT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE FACTS OR CIRCUMSTANCES LEADING TO ITS EXECUTION OR PERFORMANCE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY OR REPRESENTATIVE OR AFFILIATE THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH.

Venue; Waiver of Jury Trial. To (a) Except for disputes, controversies or claims arising under Section 2.04 (which will be resolved in accordance with the fullest extent permitted by applicable lawdispute resolution provisions set forth therein), claims seeking injunctive relief (for which the provisions of Section 10.04 will be applicable) or as otherwise explicitly set forth in an ancillary agreement entered into in connection herewith, jurisdiction and unless otherwise agreed by the Company venue in writingany suit, the Subscriber hereby irrevocably and unconditionally action or proceeding (i) consents arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the Transactions, in each case whether now existing or hereafter arising, and accepts whether in contract, tort, equity or otherwise, shall properly and exclusively lie in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (collectively, the “Chosen Courts”). No party hereto shall bring any such suit, action or proceeding in any jurisdiction, venue or other forum other than the Chosen Courts pursuant to the foregoing sentence (other than upon appeal). By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of the Chosen Courts for itself and in respect of its propertyproperty with respect to such suit, generally, the exclusive jurisdiction action or proceeding. The parties hereto irrevocably agree that venue would be proper in each of the courts of the State of New York located in New York County Chosen Courts, and hereby waive any objection that any such Chosen Court is an improper or the U.S. District Court for the Southern District of New York located in New York County inconvenient forum for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal such suit, action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have proceeding. Each party hereby irrevocably consents to the laying service of venue of any of the aforesaid actions process by registered mail or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and personal service. (ivb) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY CLAIM OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR CAUSE HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTDOUBT, ANY SEEKING EQUITABLE RELIEF).

Venue; Waiver of Jury Trial. To a. Each of the fullest extent Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and unless otherwise agreed nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by the Company in writing, the Subscriber hereby applicable law; (ii) irrevocably and unconditionally (i) consents to and accepts for submits itself and its properties and assets in respect of its property, generally, any Legal Proceeding to the exclusive general jurisdiction of the courts Court of Chancery of the State of New York located Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction (but only in New York County or such event), the U.S. United States District Court for the Southern District of New York located Delaware or, if jurisdiction is not then available in New York County the United States District Court for the resolution District of all matters arising Delaware (but only in such event), then any Delaware state court) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, the Equity Commitment Letter, the Guarantee, the Merger Agreement or related the transactions contemplated hereby or thereby; (iii) agrees that it will not attempt to this Subscription Agreement and deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any legal action Legal Proceeding arising in connection with this Agreement or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall the transactions contemplated hereby will be brought brought, tried and determined only in the foregoing courts and not in any other court in any other jurisdiction, Chosen Courts; (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iiiv) waives any objection that it may now or hereafter have to the laying of venue of any of such Legal Proceeding in the aforesaid actions Chosen Courts or proceedings arising out of or related to this Subscription Agreement that such Legal Proceeding was brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any such court other than the claim Chosen Courts. Each Party agrees that a final judgment in any such action Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding has been brought in an inconvenient forum and (iv) WAIVESany other manner provided by applicable Law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE EQUITY COMMITMENT LETTER, THE GUARANTEE, THE MERGER AGREEMENT, OR THE MERGER. EACH PARTY ACKNOWLEDGES AND AGREES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Venue; Waiver of Jury Trial. To a. Each Party (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any federal court within the District of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or any federal court within the District of Delaware and (d) waives, to the fullest extent permitted by applicable law, and unless otherwise agreed by the Company defense of an inconvenient forum to the maintenance of such action or Proceeding in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect Court of its property, generally, the exclusive jurisdiction of the courts Chancery of the State of New York located in New York County Delaware or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and such Federal court. Each Party agrees that (i) this Agreement involves at least $100,000.00 and (ii) this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708. Each Party agrees that a final judgment in any legal such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever Proceeding shall be brought conclusive and may be enforced in other jurisdictions by suit on the foregoing courts and not judgment or in any other manner provided by law. Any judgment from any such court described above may, however, be enforced by any Party in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) . b. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM SUIT, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE TRANSACTION AGREEMENT, THE FINANCING OR DIRECTLY THE TRANSACTIONS CONTEMPLATED HEREBY, THEREBY OR INDIRECTLY RELATED BY THE FINANCING COMMITMENT (INCLUDING IN ANY ACTION, PROCEEDING, SUIT OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber (a) The parties hereby irrevocably and unconditionally (i) consents submit to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the Borough of Manhattan, State of New York and the Federal courts of the United States of America located in New York County or the U.S. District Court for the Southern District of New York located solely in New York County respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the transactions contemplated by this Agreement, and hereby waive, and agree not to assert as a defense in any action, suit or proceeding for the resolution interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all matters arising out of or related claims with respect to this Subscription Agreement and agrees that any legal such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought heard and determined in the foregoing courts such a New York State or Federal court. The parties hereby consent to and not in grant any other such court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out the person of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waivesparties and, to the fullest extent permitted by applicable lawLaw, over the subject matter of such dispute and agrees not to plead agree that mailing of process or claim other papers in any such court the claim that connection with any such action or proceeding has been brought in an inconvenient forum the manner provided in this Section 9.05(a) or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. (ivb) WAIVESEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION LITIGATION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.05(b).

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber The parties hereby irrevocably and unconditionally (i) consents --------------------------- submit to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York Delaware and the Federal court of the United States of America located in New York County the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents governed by Delaware law referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or the U.S. District Court proceeding for the Southern District interpretation or enforcement hereof or of New York located any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in New York County for said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all matters arising out of or related claims with respect to this Subscription Agreement and agrees that any legal such action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought heard and determined in the foregoing courts such a Delaware State or Federal court. The parties hereby consent to and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in grant any such court jurisdiction over the claim person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding has been brought in an inconvenient forum the manner provided in Section 10 of this Agreement or in such other manner as may be permitted by law shall be valid and (iv) WAIVESsufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION LITIGATION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11 (b).

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (ia) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction Each of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and parties irrevocably agrees that any legal action or proceeding arising out of or related relating to this Subscription Agreement seeking brought by any relief whatsoever party or its successors or assigns against the other party shall be brought properly and exclusively lie in the foregoing courts and Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not in any other court in any other have subject matter jurisdiction, (ii) waives any claim that the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts lack personal jurisdiction over it(the “Delaware Federal Court”) or, and agrees not to plead or claimthe extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, in the Superior Court of the State of Delaware (collectively, the “Chosen Courts”). No party hereto shall bring any legal such suit, action or proceeding arising out in any jurisdiction, venue or other forum other than the Chosen Courts pursuant to the foregoing sentence (other than upon appeal). By execution and delivery of or related to this Subscription Agreement, each party hereto irrevocably submits to the jurisdiction of the Chosen Courts for itself and in respect of its property with respect to such suit, action or proceeding. The parties hereto irrevocably agree that such courts lack personal jurisdiction over itvenue would be proper in each of the Chosen Courts, (iii) waives and hereby waive any objection that it may now any such Chosen Court is an improper or hereafter have inconvenient forum for the resolution of such suit, action or proceeding. Each party hereby irrevocably consents to the laying service of venue of any of the aforesaid actions process by registered mail or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and personal service. (ivb) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY CLAIM OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR CAUSE HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTDOUBT, ANY SEEKING EQUITABLE RELIEF).

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber The parties hereby irrevocably and unconditionally (i) consents consent to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction and venue of the courts 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) in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of New York located in New York County Delaware for such persons and waives and covenants not to assert or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related plead any objection which they might otherwise have to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other such jurisdiction, (ii) waives any claim that venue and such courts lack personal jurisdiction over itprocess. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION LITIGATION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law(a) The parties hereby agree that any action, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County suit or the U.S. District Court proceeding for the Southern District interpretation or enforcement of New York located in New York County for the resolution of all matters arising out of this Agreement or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions documents referred to in this Agreement may be brought or proceedings arising out maintained in any court of or related to this Subscription Agreement brought proper jurisdiction. (b) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the aforesaid courts event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and hereby further irrevocably waives, to enforce specifically the fullest extent permitted by applicable law, terms and agrees not to plead or claim provisions of this Agreement in any such court the claim that of proper jurisdiction, this being in addition to any such action other remedy to which they are entitled at law or proceeding has been brought in an inconvenient forum and equity. (ivc) WAIVESEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION LITIGATION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (1) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (2) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (3) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (4) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.

Venue; Waiver of Jury Trial. To a. Each of the fullest extent Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and unless otherwise agreed nothing in this Section 9.8 will affect the right of any Party to serve legal process in any other manner permitted by the Company in writing, the Subscriber hereby applicable law; (ii) irrevocably and unconditionally (i) consents to and accepts for submits itself and its properties and assets in respect of its propertyany action, generally, suit or proceeding to the exclusive general jurisdiction of the courts Court of Chancery of the State of New York located Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in New York County the event that any dispute or controversy arises out of this Agreement or the U.S. District Court transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and leave from any such court; (iv) agrees that any legal action action, suit or proceeding arising out of in connection with this Agreement or related to this Subscription Agreement seeking any relief whatsoever shall the transactions contemplated hereby or thereby will be brought brought, tried and determined only in the foregoing courts and not in any other court in any other jurisdiction, Chosen Courts; (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iiiv) waives any objection that it may now or hereafter have to the laying of venue of any of such action, suit or proceeding in the aforesaid actions Chosen Courts or proceedings arising out of that such action, suit or related to this Subscription Agreement proceeding was brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any such court other than the claim Chosen Courts. Each Party agrees that a final judgment in any such action action, suit or proceeding has been brought in an inconvenient forum the Chosen Courts will be conclusive and (iv) WAIVESmay be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWINVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, SUIT OR CAUSE PROCEEDING (WHETHER FOR BREACH OF ACTION CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.8.

Venue; Waiver of Jury Trial. To The parties hereto agree that any legal proceeding (whether at law, in contract, in tort or otherwise) seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the negotiation, validity or performance of this Agreement and/or the Merger Agreement and/or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such legal proceeding and irrevocably waives, to the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim such legal proceeding in any such court the claim or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum forum. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that Process in any such legal proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.1 (ivNotices) WAIVES, shall be deemed effective service of process on such party. The parties hereto agree that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR LEGAL PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To In addition, each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally parties (ia) consents to and accepts for submit itself and in respect of its property, generally, to the exclusive personal jurisdiction of the courts of any Federal court (and if such Federal court finds that it can not exercise jurisdiction, any New York state court) sitting in New York City in the State of New York located and higher courts sitting in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement or related to this Subscription Agreement and any of the Transactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any legal action or proceeding arising out such court, including (i) any claim that it is not personally subject to the jurisdiction of or related the above-named courts for any reason other than the failure to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdictionlawfully serve process, (ii) waives that it or its property is exempt or immune from jurisdiction of any claim that such court or from any legal process commenced in such courts lack personal jurisdiction over it(whether through service of notice, and agrees not attachment prior to plead judgment, attachment in aid of execution of judgment, execution of judgment or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over itotherwise), (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead that (1) the suit, action or claim proceeding in any such court the claim that any such action or proceeding has been is brought in an inconvenient forum forum, (2) the venue of such suit, action or proceeding is improper and (iviii) WAIVESthis Agreement, TO or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such New York state court sitting in New York City in the State of New York. EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWPARENT, MERGER SUB, AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT THE SUBSCRIBER IT MAY Table of Contents HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY BASED UPON OR OTHERWISE) ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF OR THE TRANSACTIONS. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 8.5 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable lawSubject to Section 12.6, and unless otherwise agreed by only for purposes of entering a final arbitration award in accordance with Section 12.6(e), pursuing claims for injunctive or equitable relief or suit to compel specific performance under this Agreement as described in Section 12.12 (including suits to compel compliance with the Company dispute resolution process set forth in writingSection 12.6), the Subscriber hereby irrevocably and unconditionally each Party hereto (ia) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement claim, Action by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the Contemplated Transactions shall be brought only in the foregoing any State or Federal courts located in Davidson County, Tennessee, and not in any other State or Federal court in the United States of America or any court in any other jurisdictioncountry; (b) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal Actions arising out of, or in connection with, this Agreement or the Contemplated Transactions; (iic) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives assert any objection that it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement such Action brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead such a court or claim in any such court the claim that any such action or proceeding Action brought in such a court has been brought in an inconvenient forum forum; and (ivd) agrees that a final 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 applicable Law. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY OF JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY CLAIM LITIGATION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To (a) Each party hereby submits to the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive nonexclusive jurisdiction of the courts Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of New York located Delaware or any federal court sitting in New York County or the U.S. District Court State of Delaware), for the Southern District purpose of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related relating to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over itAgreement, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any each of the aforesaid actions or proceedings arising out of or related parties hereto hereby irrevocably agrees that all claims in respect to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought may be heard and determined in an inconvenient forum any such court. (b) Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Section 2.7 shall affect the right of any party to serve legal process in any other manner permitted by law, (b) consents to submit itself to the personal jurisdiction of the Delaware 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 dispute arises out of this Agreement or the transactions contemplated by this Agreement and (ivc) WAIVES, agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each party hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY BASED UPON OR OTHERWISE) ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 2.7.

Venue; Waiver of Jury Trial. To Except for disputes, controversies or claims arising under Section 2.05 (which will be resolved in accordance with the fullest extent permitted by applicable lawdispute resolution provisions set forth therein), for other claims seeking injunctive relief (for which the provisions of Section 9.03 will be applicable) or as otherwise explicitly set forth in an ancillary agreement entered into in connection herewith, jurisdiction and unless otherwise agreed by the Company venue in writingany suit, the Subscriber hereby irrevocably and unconditionally action or proceeding (i) consents arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the Transactions, in each case whether now existing or hereafter arising, and accepts whether in contract, tort, equity or otherwise, shall properly and exclusively lie in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (collectively, the “Chosen Courts”). No party hereto shall bring any such suit, action or proceeding in any jurisdiction, venue or other forum other than the Chosen Courts pursuant to the foregoing sentence (other than upon appeal). By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of the Chosen Courts for itself and in respect of its propertyproperty with respect to such suit, generally, the exclusive jurisdiction action or proceeding. The parties hereto irrevocably agree that venue would be proper in each of the courts of the State of New York located in New York County Chosen Courts, and hereby waive any objection that any such Chosen Court is an improper or the U.S. District Court for the Southern District of New York located in New York County inconvenient forum for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal such suit, action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have proceeding. Each party hereby irrevocably consents to the laying service of venue of any of the aforesaid actions process by registered mail or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in an inconvenient forum and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENTpersonal service.

Venue; Waiver of Jury Trial. To (a) Each of the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber parties hereto hereby irrevocably and unconditionally (i) consents to and accepts submits, for itself and in respect of its property, generally, to the exclusive jurisdiction of the courts Delaware Court of Chancery, and any state appellate court therefrom within the State of New York located Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in New York County or which case, in any Delaware federal court within the U.S. District Court for the Southern District State of New York located Delaware), in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related relating to this Subscription Agreement seeking or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby for any relief whatsoever shall be brought reason other than the failure to serve process in the foregoing courts and not in any other court in any other jurisdiction, (ii) waives any claim that such courts lack personal jurisdiction over itaccordance with this Section 2.8, and agrees not irrevocably waive the defense of an inconvenient forum or an improper venue to plead the maintenance of any such action or claim, proceeding. Any service of process to be made in any legal such action or proceeding arising out may be made by delivery of or related process in accordance with the notice provisions contained in Section 2.2. The consents to jurisdiction set forth in this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have Section 2.8 shall not constitute general consents to the laying service of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought process in the aforesaid courts State of Delaware and hereby further irrevocably waives, shall have no effect for any purpose except as provided in this Section 2.8 and shall not be deemed to confer rights on any person other than the fullest extent permitted by applicable law, and agrees not to plead or claim parties. The parties agree that a final judgment in any such court the claim that any such action or proceeding has been brought shall be conclusive and may be enforced in an inconvenient forum other jurisdictions by suit on the judgment or in any other manner provided by applicable law. In addition, each of the parties hereto agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and irrevocably waives any and all right to trial by jury with respect to any action related to or arising out of this Agreement. (ivb) WAIVESEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO AND THEREFORE EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING DIRECTLY INVOLVING ANY MATTERS (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIM OTHER PARTY HAS REPRESENTED, EXPRESSLY OR CAUSE OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF OR DIRECTLY OR INDIRECTLY RELATED THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENTAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 2.8.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law(a) Any proceeding or Action based upon, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall the transactions contemplated hereby must be brought in the foregoing courts Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and not in any other each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any other jurisdictionsuch proceeding or Action, (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying personal jurisdiction, venue or to convenience of venue of any forum, (iii) agrees that all claims in respect of the aforesaid actions proceeding or proceedings Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or related relating to this Subscription Agreement brought or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the aforesaid courts and hereby further irrevocably waivesright of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to the fullest extent permitted by applicable law, and agrees not to plead or claim enforce judgments obtained in any such court the claim that any such action Action, suit or proceeding has been brought in an inconvenient forum and pursuant to this Section 14(a); (ivb) WAIVESEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM ACTION, SUIT OR CAUSE OF ACTION PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally each party hereto (i) consents to and accepts for itself and in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Subscription Agreement and agrees that any legal claim, action or proceeding arising out of or related to this Subscription Agreement by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the foregoing courts any Massachusetts state or federal court and not in any other state or federal court in the United States of America or any court in any other jurisdictioncountry, (ii) waives any claim that agrees to submit to the exclusive jurisdiction of such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any for purposes of all legal action or proceeding proceedings arising out of of, or related to in connection with, this Subscription Agreement, that such courts lack personal jurisdiction over itAgreement or the transactions contemplated hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement such proceeding brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to plead such a court or claim in any such court the claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum forum, and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY OF JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY CLAIM LITIGATION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR PROCEEDING ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party in any dispute arising hereunder shall be entitled to recover its costs (including, without limitation, reasonable attorneys’ and experts’ fees) from the losing party.

Venue; Waiver of Jury Trial. To a. Each of the fullest extent Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and unless otherwise agreed nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by the Company in writing, the Subscriber hereby applicable law; (ii) irrevocably and unconditionally (i) consents to and accepts for submits itself and its properties and assets in respect of its property, generally, any Legal Proceeding to the exclusive general jurisdiction of the courts Court of Chancery of the State of New York located Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction (but only in New York County or such event), the U.S. United States District Court for the Southern District of New York located Delaware or, if jurisdiction is not then available in New York County the United States District Court for the resolution District of all matters arising Delaware (but only in such event), then any Delaware state court) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, the Guaranty or related the transactions contemplated hereby or thereby; (iii) agrees that it will not attempt to this Subscription Agreement and deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any legal action Legal Proceeding arising in connection with this Agreement or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall the transactions contemplated hereby will be brought brought, tried and determined only in the foregoing courts and not in any other court in any other jurisdiction, Chosen Courts; (ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iiiv) waives any objection that it may now or hereafter have to the laying of venue of any of such Legal Proceeding in the aforesaid actions Chosen Courts or proceedings arising out of or related to this Subscription Agreement that such Action was brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any such court other than the claim Chosen Courts. Each Party agrees that a final judgment in any such action Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding has been brought in an inconvenient forum and (iv) WAIVESany other manner provided by applicable Law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE SUBSCRIBER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR CAUSE OF ACTION OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED RELATING TO THIS SUBSCRIPTION AGREEMENT, THE MERGER, THE GUARANTEE, THE FINANCING LETTERS OR THE FINANCING (INCLUDING ANY SUCH LEGAL PROCEEDING INVOLVING OR AGAINST THE FINANCING SOURCES). EACH PARTY ACKNOWLEDGES AND AGREES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.