Common use of Applicable Law; Dispute Resolution Clause in Contracts

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05Subsection 5.8.

Applicable Law; Dispute Resolution. This Proxy Agreement Agreement, all documents provided for herein and the rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the State of Delaware without regard Delaware. Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to principles the interpretation, performance, enforcement or breach of conflict this Agreement or the Pledge Documents, including any claim based on contract, tort or statute (collectively, a “Dispute”), that cannot be resolved by the parties within thirty (30) days shall first be submitted to mediation between the parties. In the event that such mediation does not resolve the Dispute within ten (10) business days, the Dispute shall be resolved at the written request of lawsany party to this Agreement by binding arbitration using applicable arbitration procedures of JAMS located in San Diego, California pursuant to California law. The parties agree that irreparable damage would occur shall attempt to designate one arbitrator from JAMS. If they are unable to do so within thirty (30) days after written demand therefor, then JAMS shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys’ fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything to the contrary contained herein, this Section 16 shall not prevent any party from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in the event State of California (to which all parties hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this Agreement or the Pledge Documents or to prevent irreparable harm and injury. The court’s jurisdiction over any of such equitable matter, however, shall be expressly limited only to the provisions of temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Proxy Agreement were not performed between the parties hereto shall be determined through final and binding arbitration in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.0516.

Applicable Law; Dispute Resolution. (a) This Proxy Agreement shall be governed by and construed in accordance with and governed by the laws Laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any state Law claim, controversy or dispute) that apply to agreements made and performed entirely within the State of Delaware, without regard to principles the conflicts of conflict law provisions thereof or of lawsany other jurisdiction. The Each party agrees and acknowledges that the application of the Laws of the State of Delaware is reasonable and appropriate based upon the parties’ respective interests and contacts with the State of Delaware. Each of the parties agree waives any right or interest in having the Laws of any other state, including specifically, state law regarding the statute of limitation or other limitations period, apply to any party’s state Law claim, controversy or dispute which in any way arises out of or relates to this Agreement or the transactions contemplated hereby. (b) Subject to the alternative dispute mechanisms expressly set forth in Section 8.6, each party irrevocably agrees that irreparable damage would occur in the event any Action arising out of or relating to this Agreement or any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto transactions contemplated hereby shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms brought and provisions of this Proxy Agreement exclusively determined in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat and each such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it party shall not bring any action Action arising out of or relating to this Proxy Agreement or any of the transactions contemplated by this Proxy Agreement hereby in any court other than the Court of Chancery oraforesaid court), and each party hereby irrevocably submits with regard to any such Action for itself and in respect to its property, generally and unconditionally, to the extent that the Delaware Court of Chancery declines to exercise exclusive jurisdiction over the matter, other federal or state courts of the State of Delawareaforesaid courts. Each party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Action: (di) each any claim that it is not personally subject to the jurisdiction of the parties irrevocably consents above-named court for any reason other than the failure to lawfully serve process; (ii) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through service of process notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) such Action in any such court is brought in an inconvenient forum; (B) the venue of such Action is improper; and (C) this Agreement, the transactions contemplated hereby or the subject matter hereof or thereof, may not be enforced in or by such court. (c) In the event any Action is commenced by any Person (the “Claiming Party”) to enforce its rights under this Agreement against any other Person (the “Defending Party”), if the Defending Party is the prevailing party in such Action, all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the Defending Party in such Action will be reimbursed by the Claiming Party; provided, however, that if the Defending Party prevails in part, and loses in part, in such Action, the court, arbitrator or other adjudicator presiding over such Action will award a reputable overnight mail delivery servicereimbursement of the fees, signature requestedcosts and expenses incurred by the Defending Party on an equitable basis; provided, further, that if Defending Party is deemed to have prevailed by virtue of claims being voluntarily reduced, the equitable adjustment shall take into account the proportion of the amount of Losses actually paid relative to the address set forth below amount of Losses alleged or sought. For purposes hereof, and without limitation, the signature of Defending Party will be deemed to have prevailed in any Action described in the immediately preceding sentence if the Claiming Party commences any such party Action and: (i) such underlying claim(s) are subsequently dropped or to voluntarily dismissed or voluntarily reduced; and/or (ii) the Defending Party defeats any such address as subsequently modified by written notice given in accordance with Section 2.05claim(s).

Applicable Law; Dispute Resolution. This Proxy Agreement Agreement, all documents provided for herein and the rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the State of Delaware without regard Delaware. Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to principles the interpretation, performance, enforcement or breach of conflict this Agreement or the Pledge Documents, including any claim based on contract, tort or statute (collectively, a “Dispute”), that cannot be resolved by the parties within thirty (30) days shall first be submitted to mediation between the parties. In the event that such mediation does not resolve the Dispute within ten (10) business days, the Dispute shall be resolved at the written request of lawsany party to this Agreement by binding arbitration using applicable arbitration procedures of JAMS located in San Diego, California pursuant to California law. The parties agree that irreparable damage would occur shall attempt to designate one arbitrator from JAMS. If they are unable to do so within thirty (30) days after written demand therefor, then JAMS shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys' fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything to the contrary contained herein, this Section 16 shall not prevent any party from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in the event state of California (to which all parties hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this Agreement or the Pledge Documents or to prevent irreparable harm and injury. The court's jurisdiction over any of such equitable matter, however, shall be expressly limited only to the provisions of temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Proxy Agreement were not performed between the parties hereto shall be determined through final and binding arbitration in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.0516.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents A Party shall not commence litigation against another Party unless it first gives written notice to submit such other Party setting forth the nature of the dispute. The Parties shall attempt in good faith to resolve the dispute by mediation with a mediator selected by mutual agreement of the Parties. If the Parties cannot agree on the selection of a mediator within twenty days after delivery of such notice, or if the dispute has not been resolved by mediation as provided herein within sixty days after the delivery of such notice, then either Party may commence a Proceeding. (b) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLE OF CONFLICT OF LAW THAT WOULD LEAD TO THE APPLICATION OF ANY LAW TO THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT OTHER THAN THE LAW OF THE STATE OF NEW YORK. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY AND STATE OF NEW YORK. (c) Each Party irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter acquire to the laying of venue of any such suit, action or proceeding brought in any such court and any such claim it may now have or hereafter acquire that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. Each Party hereby irrevocably accepts and submits itself to the exclusive personal jurisdiction of the Court of Chancery oraforesaid courts in any such suit, to action or proceeding and agrees that final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in any competent court by a suit upon judgment. Each Party hereby irrevocably waives for the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts benefit of the State other Party any right of Delaware immunity such Party now has or may hereafter acquire from service of process or the jurisdiction of any court referred to above in the event connection with any dispute arises suit, action or proceeding arising out of or relating to such Party’s obligations under this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court execution of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and judgment resulting therefrom. (d) each of Each Party hereby waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement and any amendment, instrument, document or agreement delivered or which may in the parties irrevocably consents to service of process by future be delivered in connection herewith, and agrees that any such action or proceeding shall be tried before a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05court and not a jury.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by, and construed in accordance with and governed by with, the laws of the State of Delaware Delaware, without regard giving effect to principles any choice of law or conflict of laws. The parties agree that irreparable damage would occur in the event any law rules or provisions (whether of the provisions State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Except as set forth in Schedule 3 hereto, any dispute or action (whether sounding in contract, tort, equity or otherwise) against, arising out of or relating to this Proxy Agreement were not performed in accordance with or the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto transactions contemplated hereby shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms brought solely and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to ; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any other remedies at law such dispute or in equity, and each party agrees it will not take any action, directly legal action shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further that if (and only after) both the Court of Chancery of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such dispute or indirectlyaction, such action shall be brought in opposition to another party seeking reliefthe United States District Court for the Southern District of New York. Each of the parties hereto agrees that a final judgment (subject to waive any bonding requirement under appeals therefrom) in any applicable law, such dispute or action shall be conclusive and may be enforced in other jurisdictions by suit on the case judgment or in any other manner provided by law. Each party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself hereby irrevocably submits to the exclusive personal jurisdiction of the Court such courts in respect of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal any legal dispute or state courts of the State of Delaware in the event any dispute arises action arising out of or relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreementhereby, (b) agrees that and hereby irrevocably and unconditionally waives, to the fullest extent it shall not attempt may legally and effectively do so, any objection which it may now or hereafter have to deny the laying of venue of any dispute or defeat such personal jurisdiction by motion action arising out of or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement hereby in any such court other than in accordance with the Court provisions of Chancery orthis paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent that permitted by law, the Delaware Court defense of Chancery declines an inconvenient forum to exercise jurisdiction over the matter, other federal or state courts maintenance of the State of Delaware, and (d) each such action in any such court. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 13(a) above. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05Law.

Applicable Law; Dispute Resolution. (a) This Proxy Agreement shall in all events and for all purposes be governed by, construed in accordance with, the law of The Commonwealth of Massachusetts without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. (b) Except for the right of either party to apply to a court of competent jurisdiction for injunctive relief as provided in Section 13.6 above, any and all claims, disputes or controversies arising under, out of, or in connection with the Agreement, including any dispute relating to patent validity or infringement, which the parties shall be unable to resolve within sixty (60) days shall be mediated in good faith. The party raising such dispute shall promptly advise the other party of such claim, dispute or controversy in a writing which describes in reasonable detail the nature of such dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party, and shall additionally have advised the other party in writing of the name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, the party against whom the dispute shall be raised shall select a mediation firm in the Boston area and such representatives shall schedule a date with such firm for a mediation hearing. The parties shall enter into good faith mediation and shall share the costs equally. If the representatives of the parties have not been able to resolve the dispute within fifteen (15) days after such mediation hearing, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either the Courts of the Commonwealth of Massachusetts or in the United States District Court for the District of Massachusetts, to whose jurisdiction for such purposes Licensor and Licensee each hereby irrevocably consents and submits. (c) Notwithstanding the foregoing, nothing in this Article shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement rights or timely performance of any obligations existing under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware California without regard giving effect to principles the choice of law or conflict of lawslaw provisions thereof. If SolarCity and the Financial Intermediary are unable to resolve any dispute through good faith negotiations, then either party may, but shall not be obligated to, initiate non-binding mediation of the dispute with the assistance of a neutral arbitrator belonging to and under the rules of the CPR Institute for Dispute Resolution. The party requesting the mediation shall arrange for mediation services, subject to the approval of the other party, which shall not be unreasonably withheld, conditioned or delayed. Mediation shall take place in San Mateo County, California during reasonable business hours and upon reasonable advance notice. Mediation may be scheduled to begin at any time, but with at least 15 calendar days’ written notice to all parties. If one party initiates mediation, the parties (a) shall participate in the mediation in good faith and shall devote reasonable time and energy to the mediation so as to promptly resolve the dispute or conclude that they cannot resolve the dispute; and (b) shall not pursue other remedies while such mediation is proceeding. If the parties reach an agreement, a memorandum setting forth such agreement shall be prepared and signed by the parties. If no such agreement can be reached after good faith negotiation (and, if applicable, mediation) prior to 120 days following the date the dispute was first memorialized in writing, either party may bring suit in any state or federal court located in San Mateo County, California to resolve the matter. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties agree that irreparable damage would occur in hereto irrevocably consent to the event service of process out of any of the provisions aforementioned courts in any such action or proceeding by the delivery of this Proxy Agreement were not performed in accordance with copies thereof by overnight courier to the terms hereof and that address for such damage would not be adequately compensable in monetary damagesparty to which notices are deliverable hereunder. Accordingly, the parties hereto Any such service of process shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts effective upon delivery. The decision of the State of Delawaretrial court shall be nonappealable, in addition to binding and conclusive upon the parties. Judgment upon any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of award rendered by the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement trial court may be entered in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05having jurisdiction.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware Delaware, U.S.A. (without regard to principles of conflict of lawslaws doctrines). The parties Parties shall exercise their best efforts to settle between themselves in an amicable way any dispute which may arise out of or in connection with this Agreement. The Parties agree that irreparable damage would occur any dispute, controversy or claim arising out of or relating to the Agreement shall be settled by binding arbitration administered by the Rules of Conciliation and Arbitration of the International Chamber of Commerce then in effect (the “Arbitration Rules”) (as modified by this Section 13.2), and judgment on the award resulting from the arbitration may be entered in any court in the event any State of Arizona having jurisdiction thereof. The Parties agree that (i) a single arbitrator reasonably knowledgeable about the provisions of this Proxy Agreement were not performed medical device industry, appointed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordinglyrules, the parties hereto shall be entitled to an injunction will make his or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given her determination in accordance with such rules, (ii) the place of arbitration shall be Tucson, Arizona, U.S.A. (unless other site is agreed by the Parties), (iii) the language of arbitration shall be English, (iv) the expenses of any arbitration, including the reasonable attorney fees of the prevailing Party, shall be borne by the Party deemed to be at fault or on a pro-rata basis should the arbitration conclude in a finding of mutual fault and (v) the arbitral award shall be rendered in writing and shall state the reasons for the award. In each case, the Parties and arbitrator shall use all diligent efforts to complete such arbitration within thirty (30) days of appointment of the arbitrator. All arbitration proceedings hereunder shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard Confidential Information. Notwithstanding the foregoing, neither Party shall be bound to follow the dispute resolution process described in this Section 2.05.with respect to any dispute or controversy relating to Section 10 (Confidentiality) of this Agreement for which interim equitable relief from a court is necessary to prevent serious and irreparable injury to a Party. If SynCardia terminates this Agreement with Distributor, and the Parties are in dispute resolution under this Section of the Agreement, during the time period of the dispute resolution process, SynCardia shall have the right, but not the obligation, to appoint a temporary Distributor to provide Product to Eligible Hospitals within the Territory to ensure an uninterrupted supply for hospitals and patients. If SynCardia does appoint a temporary Distributor, then the arbitrator will be notified and may take this into consideration when deciding on an arbitral award. Quality-546 Rev 006 Page 24 of 44

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents Prior to submit commencing litigation for any dispute other than a dispute relating to allegations of the disclosure or use of Confidential Information, the Parties must have complied with the Dispute Resolution Procedures set forth in Section 14. (b) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY AND STATE OF NEW YORK. (c) Each Party irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter acquire to the laying of venue of any such suit, action or proceeding brought in any such court and any such claim it may now have or hereafter acquire that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. Each Party hereby irrevocably accepts and submits itself to the exclusive personal jurisdiction of the Court of Chancery oraforesaid courts in any such suit, to action or proceeding and agrees that final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in any competent court by a suit upon judgment. Each Party hereby irrevocably waives for the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts benefit of the State other Party any right of Delaware immunity such Party now has or may hereafter acquire from service of process or the jurisdiction of any court referred to above in the event connection with any dispute arises suit, action or proceeding arising out of or relating to such Party’s obligations under this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court execution of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and judgment resulting therefrom. (d) each of Each Party hereby waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement and any amendment, instrument, document or agreement delivered or which may in the parties irrevocably consents to service of process by future be delivered in connection herewith, and agrees that any such action or proceeding shall be tried before a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05court and not a jury.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware Delaware, U.S.A. (without regard to principles of conflict of lawslaws doctrines). The parties Parties shall exercise their best efforts to settle between themselves in an amicable way any dispute which may arise out of or in connection with this Agreement. The Parties agree that irreparable damage would occur any dispute, controversy or claim arising out of or relating to the Agreement shall be settled by binding arbitration administered by the Rules American Arbitration Association then in effect (the event “Arbitration Rules”) (as modified by this Section 8.6), and judgment on the award resulting from the arbitration may be entered in any of court i having jurisdiction thereof. The Parties agree that (i) a single arbitrator reasonably knowledgeable about the provisions of this Proxy Agreement were not performed medical device industry, appointed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordinglyrules, the parties hereto shall be entitled to an injunction will make his or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given her determination in accordance with such rules, (ii) the place of arbitration shall be Tucson, Arizona, U.S.A. (unless other site is agreed by the Parties), (iii) the language of arbitration shall be English, (iv) the expenses of any arbitration, including the reasonable attorney fees of the prevailing Party, shall be borne by the Party deemed to be at fault or on a pro-rata basis should the arbitration conclude in a finding of mutual fault and (v) the arbitral award shall be rendered in writing and shall state the reasons for the award. In each case, the Parties and arbitrator shall use all diligent efforts to complete such arbitration within thirty (30) days of appointment of the arbitrator. All arbitration proceedings hereunder shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard Confidential Information. Notwithstanding the foregoing, neither Party shall be bound to follow the dispute resolution process described in this Section 2.05with respect to any dispute or controversy relating to Section 10 (Confidentiality) of this Agreement for which interim equitable relief from a court is necessary to prevent serious and irreparable injury to a Party. If SynCardia terminates this Agreement with Company, and the Parties are in dispute resolution under this Section of the Agreement, during the time period of the dispute resolution process, SynCardia shall have the right, but not the obligation, to appoint a temporary sales team to provide Product to Eligible Hospitals within the Territory to ensure an uninterrupted supply for hospitals and patients. If SynCardia does appoint a temporary Company, then the arbitrator will be notified and may take this into consideration when deciding on an arbitral award.