Jurisdiction; Venue. Each of the parties hereto: # consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, # agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, # agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, # irrevocably waives the right to trial by jury and # irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law.

Jurisdiction;Section # Jurisdiction and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of any federal court of the District of Delaware or the Delaware Court of Chancery over any action, suit or proceeding (a “Legal Action”) arising out of or in connection with this Agreement. The parties hereto irrevocably waive the defense of an inconvenient forum to the maintenance of any such Legal Action. Each of the parties hereto: # consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, # agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, # agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, # irrevocably waives the right to trial by jury and #hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such Legal Action by a reputable overnight mail delivery service, signature requested,the mailing of copies thereof by registered mail, postage prepaid, to thesuch party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such party’s principal placeregistered mail. Nothing in this Section 12.7 shall affect the right of business or as otherwise providedany party hereto to serve legal process in any other manner permitted by applicable law.

Consent to Jurisdiction; Venue.WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby # irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and # agree not to commence any Action 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 hereto: # consents to submit itself tofurther agrees that notice as provided herein shall constitute sufficient service of process and the personal jurisdictionparties further waive any argument that such service is insufficient. Each of the Courtparties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of Chancerymotion or other federalas a defense, counterclaim or state courts of the State of Delawareotherwise, in the event any dispute arisesAction arising out of this Agreement or the transactions contemplated by this Agreement, # agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, # agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreementhereby, # any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, # 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 # that # the Action in any such court other thanis brought in an inconvenient forum, # the Court of Chancery or other federal or state courts of the State of Delaware, # irrevocably waives the right to trial by jury and # irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the addressvenue of such party’s principal place of businessAction is improper or as otherwise provided# this Agreement, or the subject matter hereof, may not be enforced in or by applicable law. such courts. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Venue.Jurisdiction. Each party hereto agrees, on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely and exclusively in the federal courts of the State of California and any federal appellate court therefrom within the State of California (or, if the federal courts of the State of California decline to accept jurisdiction over a particular matter, the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware) (and the parties hereto: #agree on behalf of themselves and their respective Affiliates not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 19 hereof will be effective service of process for any such action, suit or proceeding brought against any party in any such court. Each party, on behalf of itself and its Affiliates, agrees and consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts oflocated in the State of DelawareCalifornia and the state courts located in the eventState of Delaware, and irrevocably and unconditionally waives any dispute arisesobjection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated by this Agreement, #hereby, in the foregoing courts, and hereby further irrevocably and unconditionally waives and agrees that it shall not attempt to denyplead or defeat such personal jurisdiction by motion or other request for leave fromclaim in any such court, # agreescourt that it shall not bring any action relating to this Agreementsuch action, suit or the transactions contemplated by this Agreementproceeding brought in any such court other than the Court of Chanceryhas been brought in an improper or other federal or state courts of the State of Delaware, # irrevocably waives the right to trial by jury and # irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law. inconvenient forum.

Jurisdiction; Venue. EachConsent 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 parties hereto: # consents to submit itself to the personal jurisdiction of theChancery Court of Chancery or other federal or state courts of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the eventUnited States of America or any dispute arisescourt 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 this Agreement or the transactions contemplated byin connection with this Agreement, # agrees that it shallagree to appoint, to the extent such party is not attemptotherwise subject to deny or defeatservice of process in the State of Delaware, an agent in the State of Delaware as such personal jurisdiction by motion or other requestparty’s agent for leave fromacceptance of legal process in connection with any such court, # agrees that it shall not bring any action relating to this Agreement or proceeding against such party with the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts ofsame legal force and validity as if served upon such party personally within the State of Delaware, # irrevocably waiveswaive any objection to the right to trial by jurylaying of venue of any such action or proceeding in the Delaware Court, and # irrevocably consentswaive, and agree not to service of process by a reputable overnight mail delivery service, signature requested,plead or to make, any claim that any such action or proceeding brought in the address of such party’s principal place of businessDelaware Court has been brought in an improper or as otherwise provided by applicable law. inconvenient forum.

Jurisdiction; Venue. EachSection # 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 parties hereto: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, # consentsconsent to submit itself to the personalexclusive jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the eventfor purposes of any dispute arisesaction or proceeding arising out of this Agreement or the transactions contemplated byin connection with this Agreement, # agrees that it shall not attemptwaive any objection to deny or defeat such personal jurisdiction by motion or other request for leave fromthe laying of venue of any such court, # agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreementproceeding in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, # irrevocably waives the right to trial by jury and # irrevocably consentswaive, and agree not to serviceplead or to make, any claim that any such action or proceeding brought in the Court of process by a reputable overnight mail delivery service, signature requested, toChancery of the addressState of such party’s principal place of businessDelaware has been brought in an improper or as otherwise provided by applicable law. inconvenient forum.

Jurisdiction; Venue. Each ofTo the parties hereto:fullest extent permitted by applicable Law, each Party # consentsagrees that any Proceeding by such Party seeking any relief whatsoever arising out of, relating to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out ofconnection with, this Agreement or the transactions contemplated by this Agreement, # agrees that ithereby or thereby shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, # agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreementbe brought only in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and only if such court lacks subject matter jurisdiction, any other state or federal court sitting in the city of Wilmington, Delaware, and any appellate court therefrom; # irrevocablyagrees to submit to the exclusive jurisdiction of such courts for purposes of all legal proceedings arising out of, or in connection with, this Agreement, the other Transactional Agreements or the transactions contemplated hereby or thereby; # waives and agrees not to assert any objection that it may now or hereafter have to the right to triallaying of the venue of any such Proceeding brought in such a court or any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum; # agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.2 or any other manner as may be permitted by juryLaw shall be valid and sufficient service thereof; and # irrevocably consents to service of processagrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by a reputable overnight mail delivery service, signature requested, tosuit on the address of such party’s principal place of businessjudgment or as otherwisein any other manner provided by applicable law. Law. .

Jurisdiction; Venue.Jurisdiction. Each ofparty, to the parties hereto: #fullest extent permitted by applicable law, hereby irrevocably consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware and of any federal courts located in the eventState of Delaware for all purposes in connection with any disputeaction or proceeding that arises outfrom or relates to this Agreement and hereby waives any right it may have to personal service of summons, complaint or other process in connection therewith and agrees that service may be made as set forth in [Section 18(f)] of this Agreement with respect to service of notices, and that service so made shall be as effective as if personally made in the State of Delaware. The parties hereto waive any objection, including, without limitation, any objection to the laying of venue or based on the transactions contemplated by this Agreement, # agrees that it shall not attemptgrounds of forum non conveniens, which they may now or hereafter have to deny or defeat such personal jurisdiction by motion or other request for leave fromthe bringing of any such court, # agrees that it shall not bring any action relatingor proceeding with respect to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courtsjurisdiction set forth above. Each of the State of Delaware, # irrevocablyparties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury and # irrevocably consentswith respect to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of businessany litigation directly or as otherwise provided by applicable law. indirectly arising out of, under or in connection with this Agreement.

Jurisdiction; Venue. EachGoverning Law. This Agreement shall be governed by and construed in accordance with the Laws of the parties hereto: # consents to submit itselfState of Delaware, without regard to the personal jurisdictionconflict of laws principles thereof that would require the application of the Law of any other jurisdiction. Any action brought, arising out of, or relating to this Agreement shall be brought in the Court of Chancery of the State of Delaware. Each party hereby irrevocably 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 other federalproceeding in which any such claim is made that it is not subject thereto or state courtsthat such action, suit or proceeding may not be 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 jurisdiction over such parties and over the subject matter of any such claim and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the event any dispute arises out of this Agreementmanner provided in Section 7(i) or the transactions contemplatedin such other manner as may be permitted by this Agreement, # agrees that itlaw, shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, # agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, #be valid and sufficient thereof. Each party hereby irrevocably waives the right to trial by jury and # irrevocably consents topersonal service of process and consents to process being served in any such suit, action or proceeding by mailing a reputablecopy thereof via registered or certified mail or overnight mail delivery service, signature requested,(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 such party’s principal place of business or as otherwise providedprocess 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 applicable law.

Jurisdiction; Venue. Each of the parties hereto:Stockholder # consents to submit himself, herself or itself to the personalexclusive jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the eventState of Delaware with respect to any dispute arisesarising out ofof, relating to or in connection with this Agreement or the transactionsany transaction contemplated by this Agreement,hereby, # agrees that he, she or it shallwill not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and # agrees that he, she or it shallwill not bring any action arising out of, relating to or in connection with this Agreement or the transactionsany transaction contemplated by this Agreement in any court other than any such court. Each Stockholder irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery or other federal or state courts of the State of Delaware or in any federal court located in the State of Delaware, #and hereby further irrevocably and unconditionally waives the rightand agrees not to trialplead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each Stockholder hereby agrees that service of any process, summons, notice or document by jury and # irrevocably consents toU.S. registered mail in accordance with Section 5.1 shall be effective service of process by a reputable overnight mail delivery service, signature requested,for any proceeding arising out of, relating to or in connection with this Agreement or the address of such party’s principal place of business or as otherwise provided by applicable law. transactions contemplated hereby.