Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by,by and construedinterpreted in accordance with,with the internal laws of the State of New York without regardgiving effect conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Parties consents to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federalFederal courts sitting inwhose districts encompass any part of the CityState of New York, borough of Manhattan, for the adjudication of any dispute hereunder orYork in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to itdispute arising under this Agreement and agrees thathereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such service shall constitute good and sufficientproceeding in such jurisdictions. Each Party waives its right to a trial by jury. Each Party to this Agreement irrevocably consents to the service of process and notice thereof.in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Party at its address set forth herein. Nothing contained herein shall be deemed to limit inaffect the right of any way any rightParty to serve process in any other manner permitted by law.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with,by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York without regard toor any other jurisdictions) that would cause the principlesapplication of conflictsthe laws of laws.any jurisdictions other than the State of New York. Each partyParty hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the CityState of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each partyParty hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such partyParty at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Governing Law; Consent to Jurisdiction. ThisJurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with,by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York without regard toor any other jurisdictions) that would cause the principlesapplication of conflictsthe laws of laws.any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the CityCounty of New York, borough of Manhattan,New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; ConsentSubmission to Jurisdiction. This Agreement shall be governed by,by and construed in accordance with,with the internal laws of the State of New York without regardgiving effect to any choice or conflict of law provision or rule (whether of the principlesState of conflictsDelaware or any other jurisdiction) that would cause the application of laws. Eachlaws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the State of New York, and each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federalsuch courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceedingproceeding. Service of process, summons, notice or other document by mailing a copy thereof (certifiedcertified or registered mail, return receipt requested)mail to such party at theparty’s address in effect for notices to it under this Agreement and agrees that such serviceset forth herein shall constitute good and sufficientbe effective service of process and notice thereof. Nothing contained herein shall be deemed to limitfor any suit, action or other proceeding brought in any waysuch court. The parties irrevocably and unconditionally waive any rightobjection to serve processthe laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any manner permitted by law.such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law. This Agreement shall be governed by,by and construed in accordance with,with the internal laws of the State of New York without regard to the principles of conflicts of laws. Eachlaws thereof or any other State. Any action brought by any party hereby irrevocably submits toagainst any other party hereto concerning the non-exclusive jurisdictiontransactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and federal courts sitting in the Citycounty of New York, borough of Manhattan, for the adjudicationYork. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any disputeaction instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection with any transaction contemplated hereby,herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waives,waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and agrees notcosts. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to assert in any suit, action or proceeding, any claimthe extent that it ismay conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not personally subject toaffect the jurisdictionvalidity or enforceability of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venueother provision of such suit, action or proceeding is improper.any agreement. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement or any other transaction document contemplated hereby by mailing a copy thereof (certifiedvia registered or registered mail, return receipt requested)certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

Section # Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with,by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York without regard toor any other jurisdictions) that would cause the principlesapplication of conflictsthe laws of laws.any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in theThe City of New York, boroughBorough of Manhattan, for the adjudication of any dispute hereunder or under any of the other documents in connection herewith or with any transaction contemplated hereby,hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall # limit, or be deemed to limitlimit, in any way any right to serve process in any manner permitted by law.law, # operate, or shall be deemed to operate, to preclude the Holders from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holders or to enforce a judgment or other court ruling in favor of such Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. ThisJurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with,by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York without regard toor any other jurisdictions) that would cause the principlesapplication of conflictsthe laws of laws. Each partyany jurisdictions other than the State of New York. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in theThe City of New York, boroughBorough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby,hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law. This Agreement shall be governed by,by and construed solely and exclusively in accordance with,with the internal laws of the State of New York without regard to the principles of conflicts of laws. Each partylaws principles thereof. The parties hereto hereby expressly and irrevocably submitsagree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the non-exclusivein Personam jurisdiction of the federal and state and federal courts sittinglocated in the CityCity, County and State of New York, boroughYork and agree that any process in any such action may be served upon any of Manhattan,them Personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if Personally served upon them in New York City. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in Personam jurisdiction with respect thereto. In the adjudicationevent of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit,such action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained hereinprevailing therein shall be deemedentitled to limit in any way any right to serve process in any manner permitted by law.payment from the other party hereto of all of its reasonable counsel fees and disbursements.

Governing Law; Consent to Jurisdiction. ThisJurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with,by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York without regard toor any other jurisdictions) that would cause the principlesapplication of conflictsthe laws of laws. Each partyany jurisdictions other than the State of New York. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in theThe City of New York, boroughBorough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby,hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.