Governing Law/Court Proceedings. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state. Any suit, action or proceeding arising out of, or with respect to this Agreement, its enforcement, breach, or interpretation, shall be brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, and the Company and Grantee hereby submit to the exclusive jurisdiction of such court (and its appellate court, whether or not located in the State of Delaware) for the purpose of any such suit, action, or proceeding. The Company and Grantee hereby irrevocably waive # any objections which each may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and # any right to a jury trial.

Governing Law/Court Proceedings.Law, Jurisdiction and Venue. This Agreement shall be governed by,by and construedinterpreted in accordance with,with the laws of the State of Delaware, without giving effect to principlesDelaware other than its conflict of conflicts of law of such state. Any suit, actionlaws principles. The parties agree that in the event that any suit or proceeding arising out of, oris brought in connection with respect to this Agreement, its enforcement, breach,such suit or interpretation,proceeding shall be brought in any court of competent jurisdictionthe state or federal courts located in the State ofNew Castle County, Delaware, County of New Castle, and the Company and Grantee herebyparties shall submit to the exclusive jurisdiction of such court (and its appellate court, whether or not located in the State of Delaware) for the purpose ofcourts and waive any such suit, action, or proceeding. The Company and Grantee hereby irrevocably waive # any objections which each may now or hereafter have to the laying of theall jurisdictional, venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that any such suit, action or proceeding brought in any such court has been brought in anand inconvenient forum and # any rightobjections to a jury trial.such courts.

Governing Law/Court Proceedings. ThisLaw. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by,by and construed and enforced in accordance with,with the internal laws of the State of Delaware, without giving effectregard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of such state. Any suit, actionthe transactions contemplated by this Agreement (whether brought against a party hereto or proceeding arising out of,its respective affiliates, directors, officers, shareholders, partners, members, employees or with respect to this Agreement, its enforcement, breach, or interpretation,agents) shall be brought in any court of competent jurisdictioncommenced exclusively in the Statestate and federal courts sitting in the City of Delaware,Wilmington, County of New Castle, and the Company and GranteeCastle (the “Delaware Courts”). Each party hereby submitirrevocably submits to the exclusive jurisdiction of such court (and its appellate court, whether or not located in the State of Delaware)Delaware Courts for the purposeadjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such suit, action,court, that such Action or proceeding. The Company and GranteeProceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waive # any objections which each may now or hereafter havewaives personal service of process and consents to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that any such suit, action or proceeding broughtprocess being served in any such court has been broughtAction or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in an inconvenient forumeffect 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 a jury trial.serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law/Court Proceedings. This Agreement shall be governed by,by and construed in accordance with,under the laws of the State of Delaware, without giving effectregard to principles of conflictsits conflict of law provisions, and any action relating to the interpretation, validity, or enforcement of such state. Any suit, action or proceeding arising out of, or with respect to this Agreement, its enforcement, breach, or interpretation,Agreement shall be brought in any courtthe courts of competent jurisdiction in the State of Delaware, County of New Castle, or in the United States District Court of Delaware, and the Company and Granteeparties hereby submitexpressly consent to the exclusive jurisdiction of such court (and its appellate court, whether or not locatedcourts and agree that venue is proper in the State of Delaware) for the purpose of any such suit, action, or proceeding. The Company and Grantee hereby irrevocably waive # any objections which each may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and # any right to a jury trial.courts.

Governing Law/Court Proceedings.Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effectregard to principlesits conflict of conflicts of law of such state. Any suit, action or proceeding arising out of, or with respect to this Agreement, its enforcement, breach, or interpretation, shall be brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, and the Company and Grantee hereby submit to the exclusive jurisdiction of such court (and its appellate court, whether or not located in the State of Delaware) for the purpose of any such suit, action, or proceeding.laws rules. The Company and GranteeIndemnitee hereby irrevocably waiveand unconditionally # agree that any objections which each may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating toin connection with this Agreement shall be brought only in any courtthe Chancery Court of competent jurisdiction in the State of Delaware, CountyDelaware (the “Delaware Court”), and not in any other state or federal court in the United States of New Castle,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 suit, action or proceeding brought in any such courtthe Delaware Court has been brought in an improper or inconvenient forum and # any right to a jury trial.forum.

Governing Law/Court Proceedings.Law; Venue. This Agreement shall be governed by,construed, enforced, and construed in accordance with,interpreted pursuant to the laws of the State of Delaware, without giving effectregard to principles of conflictschoice of law of such state. Any suit, actionrules, as applied to contracts made and to be performed entirely in Delaware. The parties agree that any proceeding brought by either party under or proceeding arising out of, or with respectin relation to this Agreement, its enforcement, breach,including without limitation to interpret or interpretation,enforce any provision of this Agreement, shall be brought in any court of competent jurisdiction in the State of Delaware, County of New Castle,in, and the Companyeach party agrees to and Granteedoes hereby irrevocably submit to the exclusive jurisdiction of suchand venue of, any state or federal court (and its appellate court, whether or not located in the State of Delaware) for the purpose ofDelaware in any such suit, action, or proceeding. The Company and Grantee hereby irrevocably waive #proceeding, waives any objections which eachobjection it may now or hereafter have to the layingvenue or to convenience of forum, agree that all claims in respect of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that any such suit, action or proceeding broughtshall be heard and determined only in any such court has been brought in an inconvenient forum and # any right to a jury trial.agree not

Governing Law/Court Proceedings.Law. This Agreement shall be governed by,by and construed and enforced in accordance with,with the laws of the State of Delaware,Delaware applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of lawlaws. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of such state. Any suit,the courts of the State of Delaware for all purposes in connection with any action or proceeding arisingwhich arises out of,of or with respectrelates to this Agreement, its enforcement, breach, or interpretation,agree that any action instituted under this Agreement shall only be brought in any courtthe state courts of competent jurisdiction in the State of Delaware, Countyand waive, and agree not to plead or make, any claim that the courts of New Castle, and the Company and Grantee hereby submit to the exclusive jurisdiction of such court (and its appellate court, whether or not located in the State of Delaware) for the purpose of any such suit, action,Delaware lack venue or proceeding. The Company and Grantee hereby irrevocably waive # any objections which each may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that any such suit, action or proceeding brought in any such courtthe courts of the State of Delaware has been brought in an improper or inconvenient forum and # any right to a jury trial.forum.

Section # Governing Law/Court Proceedings.Law. This Agreement shall be governed by,by and construed in accordance with,with and governed by the lawslaw of the State of Delaware, without giving effectregard to principles ofthe conflicts of law of such state.laws principles thereof. Any suit, action or proceedingbrought, arising out of, or with respectrelating to this Agreement, its enforcement, breach, or interpretation,Agreement shall be brought in any courtthe Court of competent jurisdiction inChancery of the State of Delaware, County of New Castle, and the Company and GranteeDelaware. Each party hereby submitirrevocably submits to the exclusive jurisdiction of said Court in respect of any claim relating to the validity, interpretation and enforcement of this Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding in which any such court (and its appellate court, whetherclaim is made that it is not subject thereto or that such action suit or proceeding may not locatedbe brought or is not maintainable in such courts, or that the venue thereof may not be appropriate or that this agreement may not be enforced in or by such courts. The parties hereby consent to and grant the Court of Chancery of the State of Delaware) forDelaware jurisdiction over such parties and over the purposesubject matter of any such suit,claim and agree that mailing of process or other papers in connection with any such action, or proceeding. The Company and Grantee hereby irrevocably waive # any objections which each may now or hereafter have to the laying of the venue of any suit, actionsuit or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that anymanner provided in [Section 3.1], or in such suit, action or proceeding brought in any such court has been brought in an inconvenient forumother manner as may be permitted by law, shall be valid and # any right to a jury trial.sufficient thereof.

Governing Law/Court Proceedings.Law and Venue: This Agreement shall be governed by, and construed in accordance with, and all disputes hereunder shall be controlled by, the laws of the State of Delaware,Delaware without giving effectregard to conflicts-of-law principles of conflicts of law of such state. Any suit, action or proceeding arising out of, or with respect to this Agreement, its enforcement, breach, or interpretation, shall be brought in any court of competent jurisdiction in the State of Delaware, County of New Castle, and the Company and Grantee hereby submitwithout regard to the exclusive jurisdictionidentity of such court (and its appellate court, whetherdrafter(s). Any controversy or not located in the State of Delaware) for the purpose of any such suit, action, or proceeding. The Company and Grantee hereby irrevocably waive # any objections which each may now or hereafter have to the laying of the venue of any suit, action or proceedingclaim arising out of or relating to this AgreementAgreement, or a breach thereof, must and may only be brought in any courtState of competentDelaware, and the parties submit to the mandatory exclusive jurisdiction inand venue of the Courts of the State of Delaware, County of New Castle, # any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and # any right to a jury trial.Delaware.

Section # Governing Law/Court Proceedings.Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement shallor the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be governed by, and construed in accordance with,with and governed by the laws of the State of Delaware,Delaware without giving effectregard to principles of conflicts of law of such state.laws. Any suit, action or proceeding arising out of, or with respectagainst any party relating to this Agreement, its enforcement, breach, or interpretation,the foregoing shall be brought in any federal or state court of competent jurisdiction inlocated within the State of Delaware, County of New Castle, and the Company and Granteeparties hereto hereby irrevocably submit to the non-exclusive jurisdiction of suchany federal or state court (and its appellate court, whether or not located inwithin the State of Delaware) for the purpose ofDelaware over any such suit, action, or proceeding.action. The Company and Granteeparties hereby irrevocably waive #waive, to the fullest extent permitted by applicable law, any objectionsobjection which eachthey may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreementsuch dispute brought in such court or any courtdefense of competent jurisdiction ininconvenient forum for the Statemaintenance of Delaware, Countysuch dispute. Each of New Castle, # any claimthe parties hereto agrees that any such suit, action or proceeding broughta judgment in any such court has been broughtdispute may be enforced in an inconvenient forum and #other jurisdictions by suit on the judgment or in any right to a jury trial.other manner provided by law.