The Parties agree that the appropriate, exclusive and convenient forum (“Forum”) for any other disputes between any of the Parties hereto arising out of or related to this Agreement or the transactions contemplated hereby is the Court of Chancery in the City of Wilmington, New Castle County, Delaware except where such court lacks subject matter jurisdiction. In such event, the Forum is in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submits to the jurisdiction of the Forum in respect of any disputes arising out of or related to this Agreement or the transactions contemplated hereby. The Parties further agree that the Parties will not bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the Forum. The preceding sentence will not limit the rights of the Parties to obtain execution of a judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any proceeding contemplated in this Section 10.08 will be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment.

The Parties agree that the appropriate, exclusive and convenient forum (“Forum”)Forum for any other disputes between any of the Parties hereto arising out of or related to this Agreement or the transactions contemplated hereby is the Court of Chancery in the City of Wilmington, New Castle County, Delaware except where such court lacks subject matter jurisdiction. In such event, the Forum is in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submits to the jurisdiction of the Forum in respect of any disputes arising out of or related to this Agreement or the transactions contemplated hereby. The Parties further agree that the Parties will not bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the Forum. The preceding sentence will not limit the rights of the Parties to obtain execution of a judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any proceeding contemplated in this Section 10.088 will be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment.

The Parties agree that the appropriate, exclusive and convenient forum (“Forum”)Forum for any other disputes between any of the Partiesparties hereto arising out of or related to this Agreement or the transactions contemplated hereby is the Court of Chancery in the City of Wilmington, New Castle County, Delaware except where such court lacks subject matter jurisdiction. In such event, the Forum is in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submits to the jurisdiction of the Forum in respect of any disputes arising out of or related to this Agreement or the transactions contemplated hereby. The Parties further agree that the Parties will not bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the Forum. The preceding sentence will not limit the rights of the Parties to obtain execution of a judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any proceeding contemplated in this Section 10.088 will be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment.

The Parties agreeTo the fullest extent permitted by applicable Law, each Party # agrees that the appropriate, exclusive and convenient forum (“Forum”) for any other disputes betweenProceeding by such Party seeking any of the Parties heretorelief whatsoever arising out ofof, relating to or related toin connection with, this Agreement or the transactions contemplated hereby isor thereby shall be brought only in the Court of Chancery inof the CityState of Wilmington, New Castle County, Delaware except whereDelaware, and only if such court lacks subject matter jurisdiction. In such event, the Forum is in thejurisdiction, any other state or federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the Citycity of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submitsDelaware, and any appellate court therefrom; # agrees to submit to the exclusive jurisdiction of the Forum in respectsuch courts for purposes of any disputesall legal proceedings arising out ofof, or related toin connection with, this Agreement orAgreement, the transactions contemplated hereby. The Parties further agree that the Parties will not bring suit with respect to any disputes arising out of or related to this Agreementother 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 laying of the venue of any such Proceeding brought in anysuch a court or jurisdictionany claim that any such Proceeding brought in such a court has been brought in an inconvenient forum; # agrees that mailing of process or other thanpapers in connection with any such Proceeding in the Forum. The preceding sentence will not limit the rights of the Parties to obtain execution ofmanner provided in Section 10.2 or any other manner as may be permitted by Law shall be valid and sufficient service thereof; and # agrees that a final judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any proceeding contemplated in this Section 10.08 willsuch Proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the United Statesjurisdictions by suit on the judgment, a certifiedjudgment or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment.in any other manner provided by applicable Law. .