Submission to Jurisdiction; Waiver of Trial by Jury. The Parties hereby agree that all Proceedings relating to this Agreement or the other agreements contemplated by this Agreement shall be filed and maintained only in # the Bankruptcy Court or # in the event the Chapter 11 Cases are closed, or if the Bankruptcy Court is unwilling or unable to hear such Proceedings, in the Delaware Chancery Court and any state court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular

The Parties agree that any legal action brought to interpret or enforce any terms of this Settlement shall be brought in the Delaware Court of Chancery (or, if and only if the Delaware Court of Chancery lacks subject matter jurisdiction, any state or federal court located within the state of Delaware). Each Party hereby consents to the personal jurisdiction of such court(s) for purposes of this subparagraph, and waives any objection thereto based on personal jurisdiction or venue.

Section # Submission to Jurisdiction. 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, 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 Court of Chancery of the State of Delaware 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 Court of Chancery of the State of Delaware, and # waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Court of Chancery of the State of Delaware has been brought in an improper or otherwise inconvenient forum.

#Pursuant to Court of Chancery Rule 41(a)(1)(ii), the Parties’ claims in the Delaware Litigation are dismissed with prejudice;

agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that # it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, # such claim, suit, action or proceeding is brought in an inconvenient forum, or # the venue of such claim, suit, action or proceeding is improper;

irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to choice of law principles that would compel the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom located in the State of Delaware (or, only if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court located in the State of Delaware).

Court Review. In order for the Committee to operate and administer the claims procedures in a timely and efficient manner, any claimant whose appeal with respect to a claim for benefits has been denied and who desires to begin a legal action with respect to such claim, must begin such action in a court of competent jurisdiction within 90 days after receipt of notification of such denial, and shall not be permitted to introduce any new facts or legal theories that were not presented during the claim review process. Failure to file such action by the prescribed time shall result in the permanent denial of such claim.

Court Actions. Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of patent rights or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to Section 10.2.

Execute and file with the Superior Court of the State of California, County of Los Angeles, a Request for Dismissal in the form attached hereto as Exhibit F, providing for the dismissal of all claims, counterclaims and/or cross-claims asserted by any Party against any other Party in the California Litigation without prejudice and at the Parties own respective costs; and # Execute and file with the Delaware Court of Chancery, a Stipulation of Dismissal in the form attached hereto as Exhibit G, seeking dismissal of the Delaware Actions with prejudice and at the Parties’ own respective costs.