Agent for Service of Process. The Administrative Agent shall have received a letter in all respects satisfactory to the Administrative Agent, pursuant to which a Person satisfactory to the Administrative Agent shall have agreed to act as the agent for service of process for each Borrower that is organized under the laws of a jurisdiction other than the United States of America or any state, commonwealth or other political subdivision thereof.

The Promisor irrevocably appoints Brit Limited of The Leadenhall Building, 122 Leadenhall Street, London, ​ 4AB, in each case as its agent for service of process in England.

Jurisdiction; Waiver of Jury Trial; Waiver of Venue; Service of Process, Appointment of Process Agent.

Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in [Section 9.01]. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

EACH BORROWER WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR THE LENDERS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally # agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, # consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, # waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and # waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum.

If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.

Each Borrower that is a Foreign Subsidiary hereby irrevocably designates, appoints and empowers the Company as its authorized designee, appointee and agent (the “Authorized Agent”) to receive, accept and forward for and on its behalf service of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document, and the Company hereby accepts such designation and appointment and hereby further accepts any similar designation and appointment made by any other Loan Party in any other Loan Document. Such service may be made by mailing a copy of such process to any such Borrower in the care of the Authorized Agent at the address of the Authorized Agent then be in effect under [Section 10.01]. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon any such Borrower.

HWIC shall be authorized to act as the sole agent for the Promisor under this Instrument and the Payee and Target Group shall be authorized to act on all instructions received by HWIC on behalf of the Promisor.

Appointment of Exchange Agent. BRPA and the Company shall appoint Continental Stock Transfer & Trust Company (“Continental”), or if Continental shall be unavailable, a mutually agreeable bank or trust company, to act as exchange agent and paying agent (“Exchange Agent”) for the distribution of the aggregate Per Share Merger Consideration and the Earnout Consideration (if earned pursuant to [Section 1.8]) to the Company Stockholders pursuant to this [Section 1.4] and an exchange agent agreement in form and substance mutually agreeable to BRPA and the Company (“Exchange Agent Agreement”).