Common use of Forum Selection Clause in Contracts

Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director, officer, other employee or stockholder of the Corporation, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action asserting a claim against the Corporation governed by the internal affairs doctrine and (b) notwithstanding anything to the contrary herein, the federal district court for the District of Delaware (or, in the event such court does not have jurisdiction, the federal district courts of the United States) shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE IX.

Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action action, suit or proceeding (“Proceeding”) brought on behalf of the Corporation, (ii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by, or by any other wrongdoing by, any current or former director, officer, other employee officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation Proceeding arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate or the Bylaws (in each case, as may be amended from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine doctrine; and (b) notwithstanding anything subject to the contrary hereinpreceding provisions of this Article IX, to the federal district court for the District of Delaware (or, in the event such court does not have jurisdictionextent permitted by applicable law, the federal district courts of the United States) States of America shall be the exclusive forum for the resolution of any action, suit or proceeding complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence, sentence and (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply If any action the subject matter of which is within the scope of clause (b) of this Article IX is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to claims arising under have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Exchange Act Enforcement Action”), and (ii) having service of 1934process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. For the avoidance of doubt, as amendedclause (b) of this Article IX is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to any Proceeding, and any other professional or other federal securities laws for which there is exclusive federal jurisdictionentity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock any security of the Corporation shall be deemed to have notice of and to have consented to this Article IX. Notwithstanding the foregoing, the provisions of this ARTICLE IXArticle IX shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph of this Article IX containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. Unless the Corporation corporation consents in writing to the selection of an alternative forum, (a) the Superior Court of Chancery (the “Chancery Court”) of King County in the State of Delaware Washington (or, in the event that the Chancery Court does not have or if such court lacks jurisdiction, the federal district court United States District Court for the Eastern District of Delaware Washington, or other if such court lacks jurisdiction, the state courts of the State of DelawareWashington) shall, shall to the fullest extent permitted by law, be the sole and exclusive forum for (ia) any derivative action or proceeding brought on behalf of the Corporationcorporation, (iib) any action asserting a claim of breach of a fiduciary duty owed by, or by any other wrongdoing by, any current or former director, officer, officer or other employee or stockholder of the Corporationcorporation to the corporation or the corporation’s shareholders, (iiic) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate laws of the State of Washington or the Articles of Incorporation or these Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, and (ivd) any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action asserting a claim against the Corporation governed by the internal affairs doctrine and (b) notwithstanding anything to the contrary herein, the federal district court for the District of Delaware (or, in the event such court does not have jurisdiction, the federal district courts of the United States) shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdictiondoctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE IXArticle 11. If any provision or provisions of this Article 11 shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. A. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action action, suit or proceeding brought on behalf of the Corporation, (ii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by, or by any other wrongdoing by, any current or former director, officer, other employee officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation action, suit or proceeding arising pursuant to any provision of the DGCL, DGCL or the Bylaws or this Third Second Amended and Restated Certificate (as either may be amended from time to time) or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, (iv) any action to interpretaction, apply, enforce suit or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action proceeding asserting a claim against the Corporation governed by the internal affairs doctrine doctrine; and (b) notwithstanding anything subject to the contrary herein, the federal district court for the District preceding provisions of Delaware (or, in the event such court does not have jurisdictionthis Article VIII, the federal district courts of the United States) States of America shall be the exclusive forum for the resolution of any action, suit or proceeding complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence, sentence and (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. B. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article VIII. This provision will Notwithstanding the foregoing, the provisions of this Article VIII shall not apply to claims arising under suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other federal securities laws claim for which there is exclusive the federal jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock courts of the Corporation shall be deemed to United States have notice of and to have consented to the provisions of this ARTICLE IXexclusive jurisdiction.

Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “"Chancery Court”") of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action action, suit or proceeding brought on behalf of the Corporation, (ii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by, or by any other wrongdoing by, any current or former director, officer, other employee officer or stockholder of the Corporation to the Corporation or to the Corporation's stockholders, (iii) any action asserting a claim against the Corporation action, suit or proceeding arising pursuant to any provision of the DGCL, DGCL or the bylaws of the Corporation or this Third Second Amended and Restated Certificate (as either may be amended from time to time) or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, (iv) any action to interpretaction, apply, enforce suit or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action proceeding asserting a claim against the Corporation governed by the internal affairs doctrine doctrine; and (b) notwithstanding anything subject to the contrary herein, the federal district court for the District preceding provisions of Delaware (or, in the event such court does not have jurisdictionthis Article IX, the federal district courts of the United States) States of America shall be the exclusive forum for the resolution of any action, suit or proceeding complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence State of Delaware (a “"Foreign Action”") in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence, sentence and (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s 's counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock any security of the Corporation shall be deemed to have notice of and to have consented to this Article IX. Notwithstanding the foregoing, the provisions of this ARTICLE IXArticle IX shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action action, suit or proceeding (“Proceeding”) brought on behalf of the Corporation, (ii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by, or by any other wrongdoing by, any current or former director, officer, other employee officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation Proceeding arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate or the Bylaws (in each case, as may be amended from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine doctrine; and (b) notwithstanding anything subject to the contrary hereinpreceding provisions of this Article X, to the federal district court for the District of Delaware (or, in the event such court does not have jurisdictionextent permitted by applicable law, the federal district courts of the United States) States of America shall be the exclusive forum for the resolution of any action, suit or proceeding complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence State of Delaware (a “Foreign Action”) in the name of any stockholder), such stockholder shall, to the fullest extent permitted by applicable law, shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence, sentence and (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply If any action the subject matter of which is within the scope of clause (b) of this Article X is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to claims arising under have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Exchange Act Enforcement Action”), and (ii) having service of 1934process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. For the avoidance of doubt, as amendedclause (b) of this Article X is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to any Proceeding, and any other professional or other federal securities laws for which there is exclusive federal jurisdictionentity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock any security of the Corporation shall be deemed to have notice of and to have consented to this Article X. Notwithstanding the foregoing, the provisions of this ARTICLE IXArticle X shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery “Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of DelawareChancery”) shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or by any other wrongdoing by, any current or former director, officer, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL, Delaware Law or this Third Amended and Restated Certificate of Incorporation or the Bylaws Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to which the DGCL confers Court of Chancery determines that there is an indispensable party not subject to the jurisdiction on of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (ivC) any action to interpret, apply, enforce or determine for which the validity Court of any provisions of this Third Amended and Restated Certificate or the BylawsChancery does not have subject matter jurisdiction, or (vD) any other action asserting a claim against the Corporation governed by the internal affairs doctrine and (b) notwithstanding anything to the contrary herein, the federal district court for the District of Delaware (or, in the event such court does not have jurisdiction, the federal district courts of the United States) shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act of 1933, as amended. If any action , as to which the subject matter Court of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (x) the personal jurisdiction of the state Chancery and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the United States in connection with any action brought in any such court to enforce clause (b) foregoing, the preceding sentence, and (z) having service provisions of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision this Article 11 will not apply to claims arising under suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, 1934 or any other federal securities laws claim for which there is the federal courts have exclusive federal jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock any security of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE IXArticle 11.”

Forum Selection. Unless the Corporation consents The federal and state courts located in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, shall be the sole and exclusive forum forums for any Shareholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the CorporationTrust, (ii) any action asserting a claim of or breach of a fiduciary duty owed byby any Trustee, officer or any other wrongdoing byemployee, any current or former directorif any, officer, other employee or stockholder of the CorporationTrust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim against the Corporation Trust, its Trustees, officers or employees, if any, arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate Delaware Statutory Trust Act or the Bylaws Trust’s Trust Instrument or as to which the DGCL confers jurisdiction on the Court of Chancery, By-laws; or (iv) any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action asserting a claim against the Corporation Trust, its Trustees, officers or employees, if any, governed by the internal affairs doctrine and (b) notwithstanding anything to the contrary herein, the federal district court for the District of Delaware (or, in the event such court does not have jurisdiction, the federal district courts of the United States) shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act of 1933, as amendeddoctrine. If any action the subject matter provision or provisions of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of this Article VII shall be held to be invalid, illegal or unenforceable as applied to any stockholderperson or entity or circumstance for any reason whatsoever, such stockholder shallthen, to the fullest extent permitted by applicable law, be deemed to have consented to (x) the personal jurisdiction validity, legality and enforceability of such provisions in any other circumstance and of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the remaining provisions of this ARTICLE IXArticle VII (including, without limitation, each portion of any sentence of this Article VII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable), and the application of such provision to other persons or entities and circumstances, shall not in any way be affected or impaired thereby.

Forum Selection. 38.1 Unless the Corporation Company consents in writing to the selection of an alternative forum, : (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State United States of Delaware) shall, to the fullest extent permitted by law, America shall be the sole exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, including against any person or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants, underwriters to any offering giving rise to such complaint, or any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering; provided that the foregoing provisions of this Article shall not apply to causes of action arising under the U.S. Securities Exchange Act of 1934, as amended; (b) The competent courts in Tel Aviv, Israel shall be the exclusive forum for (iA) any derivative action or proceeding brought on behalf of the CorporationCompany, (iiB) any action asserting a claim of breach of a fiduciary duty owed byby any director, officer or other employee of the Company to the Company or the Company’s shareholders, or any other wrongdoing by, any current or former director, officer, other employee or stockholder of the Corporation, (iiiC) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate Companies Law or the Bylaws Securities Law and providing that any person or as to which the DGCL confers jurisdiction on the Court of Chancery, (iv) entity purchasing or otherwise acquiring or holding any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action asserting a claim against the Corporation governed by the internal affairs doctrine and (b) notwithstanding anything to the contrary herein, the federal district court for the District of Delaware (or, interest in the event such court does not have jurisdiction, the federal district courts shares of the United States) Company shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have notice of and consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdiction. these provisions. 38.2 Any person or entity purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation Company shall be deemed to have notice of and to have consented to the provisions of this ARTICLE IXArticle. Dated 2022 (1) Endurance Acquisition Corp. (2) SatixFy MS (3) SatixFy Communications Ltd. PLAN OF MERGER THIS PLAN OF MERGER (this Plan of Merger) is dated _________________________2022 PARTIES (1) Endurance Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered number 374833 having its registered office at the offices of A▇▇▇▇▇▇ Global Services (Cayman) Limited, 7▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands (the Company or the Surviving Company); (2) SatixFy MS, an exempted company incorporated under the laws of the Cayman Islands with registered number 387536 having its registered office at the offices of M▇▇▇▇▇ Corporate Services Limited, P▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Grand Cayman, KY1-1104, Cayman Islands (the Merging Company); and (3) SatixFy Communications Ltd., a limited liability company organised under the laws of the State of Israel of 1▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (PubCo).

Forum Selection. Unless the Corporation Trust consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum forums for any shareholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, Trust; (ii) any action asserting a claim of or breach of a fiduciary duty owed byby any Trustee, officer or any other wrongdoing byemployee, any current or former directorif any, officer, other employee or stockholder of the Corporation, Trust to the Trust or the Trust’s shareholders or its beneficial owners; (iii) any action asserting a claim against the Corporation Trust, its Trustees, officers or employees, if any, arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate Delaware Statutory Trust Act or the Bylaws Trust’s Agreement and Declaration of Trust or as to which the DGCL confers jurisdiction on the Court of Chancery, bylaws; or (iv) any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action asserting a claim against the Corporation Trust, its Trustees, officers or employees, if any, governed by the internal affairs doctrine and (b) notwithstanding anything to the contrary herein, the federal district court for the District of Delaware (or, in the event such court does not have jurisdiction, the federal district courts of the United States) shall be the exclusive forum for the resolution of any action, suit a state or proceeding asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of the preceding sentence is filed in a federal court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdictionDelaware. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock that is a shareholder of the Corporation Trust shall be deemed to have notice of and to have consented to the provisions of this ARTICLE IXArticle X. If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article X (including, without limitation, each portion of any sentence of this Article X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable), and the application of such provision to other persons or entities and circumstances, shall not in any way be affected or impaired thereby.

Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding Proceeding brought on behalf of the Corporation, (ii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by, or by any other wrongdoing by, any current or former director, officer, other employee officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation Proceeding arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate DGCL or the Bylaws Certificate of Incorporation or these bylaws (as either may be amended from time to which the DGCL confers jurisdiction on the Court of Chancery, time) or (iv) any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine doctrine; and (b) notwithstanding anything subject to the contrary herein, the federal district court for the District preceding provisions of Delaware (or, in the event such court does not have jurisdictionthis Article XI, the federal district courts of the United States) States of America shall be the exclusive forum for the resolution of any action, suit or proceeding complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, shall be deemed to have consented to (xA) the personal jurisdiction of the state and federal courts located within in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the immediately preceding sentence, sentence and (zB) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Article XI shall not apply to claims arising under suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other federal securities laws claim for which there is exclusive the federal jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock courts of the Corporation shall be deemed to United States have notice of and to have consented to the provisions of this ARTICLE IXexclusive jurisdiction.

Forum Selection. Unless the Corporation Company consents in writing to the selection of an alternative forum, (a) the Supreme Court of British Columbia, Canada and the Court of Chancery Appeal of British Columbia (the together, “Chancery CourtBritish Columbia Courts”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for for: (ia) any derivative action or proceeding brought by any person on behalf of the Corporation, Company; (iib) any action or proceeding asserting a claim of breach of a fiduciary duty owed by, or to the Company by any other wrongdoing by, any current or former director, officer, officer or other employee or stockholder of the Corporation, Company; (iiic) any action or proceeding asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate Act or the Bylaws or these Articles (as either may be amended from time to which the DGCL confers jurisdiction on the Court of Chancery, time; and (ivd) any Any action to interpret, apply, enforce or determine the validity of any provisions of this Third Amended and Restated Certificate or the Bylaws, or (v) any other action asserting a claim against the Corporation governed by the internal affairs doctrine and (b) notwithstanding anything to the contrary herein, the federal district court for the District of Delaware (or, in the event such court does not have jurisdiction, the federal district courts of the United States) shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors, officers or any of action arising under them, but excluding claims relating to the Securities Act of 1933, as amendedbusiness carried on by the Company or such affiliates. If any action or proceeding, the subject matter of which is within the scope of the preceding sentence actions or proceedings referred to in Article 30(a)-(d) is filed commenced in a court Court other than a Court located within the applicable courts specified in the immediately preceding sentence Province of British Columbia (a “Foreign Action”) in the name of any stockholdershareholder or holder of other securities of the Company, such stockholder shall, to the fullest extent permitted by applicable law, shareholder or other securityholder shall be deemed to have consented to to: (xe) the The personal jurisdiction of the state and federal courts located within the State of Delaware British Columbia Courts in connection with any action or proceeding brought in any such court the British Columbia Courts to enforce clause the provisions of this Article 30; and (af) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action or proceeding upon such shareholder or other securityholder by service upon such stockholdershareholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, shareholder or other federal securities laws for which there is exclusive federal jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE IXsecurityholder.

Forum Selection. Section 1. Unless the Corporation corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i1) any derivative action or proceeding brought on behalf of the Corporationcorporation, (ii2) any action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, by any current or former director, officer, other employee or stockholder of the Corporationcorporation to the corporation or the corporation’s stockholders, or a claim for aiding and abetting any such breach, (iii3) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCLGeneral Corporation Law of the State of Delaware, this Third Amended and Restated Certificate the certificate of incorporation or the Bylaws these by-laws or as to which the DGCL General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery, (iv) any action to interpret, apply, enforce or determine Chancery of the validity State of any provisions of this Third Amended and Restated Certificate or the BylawsDelaware, or (v4) any other action asserting a claim against the Corporation governed by the internal affairs doctrine and (b) notwithstanding anything to doctrine. If the contrary herein, Court of Chancery of the federal district court for the District State of Delaware (or, in the event such court does not have jurisdiction, the federal district courts Superior Court of the State of Delaware or the United States) States District Court for the State of Delaware shall be the sole and exclusive forum for the resolution matters described in clauses (1) through (4) of any action, suit or proceeding asserting a cause this Section 1 of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce clause (a) the preceding sentence, (y) the personal jurisdiction of the federal district courts of the United States in connection with any action brought in any such court to enforce clause (b) the preceding sentence, and (z) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdictionArticle VIII. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE IXSection 1 of Article VIII and waived any argument relating to the inconvenience of the forums referenced above in connection with any matter described in clauses (1) through (4) of this Section 1 of Article VIII. If any provision or provisions of this Section 1 of Article VIII shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 1 of Article VIII (including, without limitation, each portion of any sentence of this Section 1 of Article VIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.