Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington, County of New Castle (the “Delaware Courts”). Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication 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 court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action 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 effect 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 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. All questions concerning the construction, validity, enforcement and interpretation of thisThis Agreement shall be governed by and construed and enforced in accordance with the internal lawsLaws of the State of Delaware, without regard to the conflict of laws principles of conflicts of law thereof. Each party agreesthereof that all legal Proceedings concerningwould require the interpretations, enforcement and defenseapplication of the transactions contemplated byLaw of any other jurisdiction. Any action brought, arising out of, or relating to this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusivelybrought in the state and federal courts sitting inCourt of Chancery of the CityState of Wilmington, County of New Castle (the “Delaware Courts”).Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudicationsaid Court in respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,claim relating to the validity, interpretation and enforcement of this Agreement, and hereby irrevocably waives, and agrees not to assertassert, as a defense in any Actionaction, suit or Proceeding,proceeding in which any such claim is made that it is not personally subject thereto or that 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 court,claim and agree that mailing of process or other papers in connection with any such Actionaction, suit or Proceeding is improperproceeding in the manner provided in Section 7(i) or is an inconvenient venue forin such Proceeding.other manner as may be permitted by law, shall be valid and sufficient thereof. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Actionsuit, action or Proceedingproceeding by mailing a copy thereof via registered or certified mail or overnight delivery (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 process 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 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.The corporate laws of the State of Delaware shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regardgiving effect to the principles of conflictsany choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defenseor conflict of law provision or rule (whether of the transactions contemplated by this Agreement (whether brought against a party heretoState of Delaware or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively inany other jurisdictions) that would cause the state and federal courts sitting inapplication of the Citylaws of Wilmington, Countyany jurisdictions other than the State of New Castle (the “Delaware Courts”).Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courtsstate courts sitting in the Commonwealth of Massachusetts and federal courts sitting the Commonwealth of Massachusetts, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Actionsuit, action or Proceeding,proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Actionsuit, action or Proceedingproceeding is improper or isbrought in an inconvenient forum or that the venue forof such Proceeding.suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Actionsuit, action or Proceedingproceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such 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 serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisionsprovision of this Agreement, then the prevailing party in such Action or ProceedingAgreement shall be reimbursed byinvalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the non-prevailing party for its reasonable attorneys’ fees andvalidity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.jurisdiction.

Section # Governing Law. All questions concerning the construction, validity, enforcement and interpretation of thisLaw, Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware,Delaware without regardgiving effect to the principles of conflictsany choice or conflict of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defenseprovision or rule (whether of the transactions contemplated by this Agreement (whether brought against a party heretoState of Delaware or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusivelyany other jurisdiction) that would result in the state and federal courts sitting in the City of Wilmington, County of New Castle (the “Delaware Courts”). Each party hereby irrevocably submits to the exclusive jurisdictionapplication of the Delaware Courts for the adjudicationlaws 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 tojurisdiction other than those of the jurisdictionState of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action 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 effect 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 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.Delaware. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE INSTITUTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF THAT COURT DOES NOT HAVE JURISDICTION, A FEDERAL COURT SITTING IN WILMINGTON, DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Governing Law.The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regardgiving effect to the principles of conflictsany choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defenseor conflict of law provision or rule (whether of the transactions contemplated by this Agreement (whether brought against a party heretoState of Delaware or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively inany other jurisdictions) that would cause the state and federal courts sitting inapplication of the Citylaws of Wilmington, Countyany jurisdictions other than the State of New Castle (the “Delaware Courts”).Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courtsstate and federal courts sitting the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Actionsuit, action or Proceeding,proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Actionsuit, action or Proceedingproceeding is improper or isbrought in an inconvenient forum or that the venue forof such Proceeding.suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Actionsuit, action or Proceedingproceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such 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 serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisionsprovision of this Agreement, then the prevailing party in such Action or ProceedingAgreement shall be reimbursed byinvalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the non-prevailing party for its reasonable attorneys’ fees andvalidity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law.The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware,New York, without regardgiving effect to the principles of conflictsany choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defenseor conflict of law provision or rule (whether of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington, CountyState of New Castle (the “Delaware Courts”).York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courtsstate and federal courts sitting the State of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Actionsuit, action or Proceeding,proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Actionsuit, action or Proceedingproceeding is improper or isbrought in an inconvenient forum or that the venue forof such Proceeding.suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Actionsuit, action or Proceedingproceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such 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 serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisionsprovision of this Agreement, then the prevailing party in such Action or ProceedingAgreement shall be reimbursed byinvalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the non-prevailing party for its reasonable attorneys’ fees andvalidity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section # Governing Law. All questions concerning the construction, validity, enforcement and interpretation of thisThis Agreement shall be governed by and construed and enforced in accordance with and governed by the internal lawslaw of the State of Delaware, without regard to the principles of conflicts of lawlaws principles thereof. Each party agrees that all legal Proceedings concerningAny action brought, arising out of, or relating to this Agreement shall be brought in the interpretations, enforcement and defenseCourt of Chancery of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the CityState of Wilmington, County of New Castle (the “Delaware Courts”).Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudicationsaid Court in respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby,claim relating to the validity, interpretation and enforcement of this Agreement, and hereby irrevocably waives, and agrees not to assertassert, as a defense in any Actionaction, suit or Proceeding,proceeding in which any such claim is made that it is not personally subject thereto or that 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 court,claim and agree that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal servicemailing of process and consents to process being servedor other papers in connection with any such Actionaction, suit or Proceedingproceeding in the manner provided in Section 3.1, or in such other manner as may be permitted by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such servicelaw, shall constitute goodbe valid and sufficient service of process 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 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. All questions concerning the construction, validity, enforcement and interpretation of thisThis Agreement shall be governed byby, and construed and enforced in accordance withunder, the internal laws of the State of Delaware, and all rights and remedies shall be governed by said laws, without regard to the principles of conflicts of law thereof. Each party agreeslaws. To the fullest extent permitted by law, the Parties hereto agree that all legal Proceedings concerningany claim, suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the interpretations, enforcement and defense of theother agreements or transactions contemplated by this Agreement (whetherhereby shall only be brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the CityState of Wilmington, CountyDelaware or the Federal courts located in New Castle, Delaware or the State of New Castle (the “Delaware Courts”). Each partyWest Virginia, and not in any other State or Federal courts located in the United States of America or any court in any other country, and each of the Parties hereby irrevocably submitsconsents to the exclusive jurisdiction of such courts (and of the Delaware Courts forappropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the adjudicationfullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any dispute hereundersuch suit, action or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assertproceeding in any Actionsuch court or Proceeding,that any claim that itsuch suit, action or proceeding which is not personally subject tobrought in any such court has been brought in an inconvenient forum. To the fullest extent permitted by law, process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action 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 effect 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 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.court.

Governing Law. All questions concerning the construction, validity, enforcementLaw, Jurisdiction and interpretation of thisVenue. This Agreement shall be governed by and construed and enforcedinterpreted in accordance with the internal laws of the State of Delaware, without regard toDelaware other than its conflict of laws principles. The parties agree that in the principles of conflicts of law thereof. Each party agreesevent that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated byany suit or proceeding is brought in connection with this Agreement (whether brought against a party heretoAgreement, such suit or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)proceeding shall be commenced exclusivelybrought in the state andor federal courts sittinglocated in the City of Wilmington, County of New Castle (the “Delaware Courts”). Each party hereby irrevocably submitsCounty, Delaware, and the parties shall submit to the exclusive jurisdiction of the Delaware Courts for the adjudication ofsuch courts and waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives,all jurisdictional, venue and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)forum objections 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 process 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 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.courts.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of thisLaw/Court Proceedings. This Agreement shall be governed byby, and construed and enforced in accordance withwith, the internal laws of the State of Delaware, without regardgiving effect to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated bysuch state. Any suit, action or proceeding arising out of, or with respect to this Agreement (whether brought against a party heretoAgreement, its enforcement, breach, or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)interpretation, shall be commenced exclusivelybrought in any court of competent jurisdiction in the state and federal courts sitting in the CityState of Wilmington,Delaware, County of New Castle (the “Delaware Courts”). Each partyCastle, and the Company and Grantee hereby irrevocably submitssubmit to the exclusive jurisdiction of such court (and its appellate court, whether or not located in the Delaware CourtsState of Delaware) for the adjudicationpurpose of any dispute hereundersuch suit, action, or in connection herewith or with any transaction contemplated hereby,proceeding. The Company and Grantee hereby irrevocably waives, and agrees notwaive # any objections which each may now or hereafter have to assertthe laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any Action or Proceeding,court of competent jurisdiction in the State of Delaware, County of New Castle, # any claim that it is not personally subject to the jurisdiction of any such court, that such Actionsuit, action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being servedproceeding brought in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the addresscourt has been brought in effect for notices to it under this Agreementan inconvenient forum 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 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.a jury trial.