Common use of Submission to Jurisdiction, Etc Clause in Contracts

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable law, and agree that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The To the extent that the Company and each Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably appoint Corporation Service Companywaives, 1133 Avenue to the fullest extent permitted by law, such immunity in respect of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawsuit, and agree that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit action or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this AgreementEACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS.

Submission to Jurisdiction, Etc. (a) The Company Issuer and each Selling Shareholder hereby submits the Insurance Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the U.S. federal and State of New York state courts or any United States federal court sitting in the Borough of Manhattan, The City of New York York, New York, United States, and any appellate court from any thereof, in any suit suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby. The parties other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Insurance Trustee hereby irrevocably and unconditionally waive any objection to the laying agree that all claims in respect of venue of any lawsuit, such action or other proceeding in such courts, may be heard and hereby further irrevocably and unconditionally waive and agree not to plead or claim determined in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Insurance Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or domicile or on the ground that any such lawsuitsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company Issuer and each Selling Shareholder the Insurance Trustee agree that final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoint appoints and empowers CT Corporation Service CompanySystem, 1133 Avenue of the Americaslocated at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)and any appellate court from any thereof, as their respective authorized which service may be made on such designee, appointee and agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any accordance with legal procedures prescribed for such suit or proceeding in a manner permitted by applicable law, and agree that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceedingcourts. The Company and each Selling Shareholder further agree to Issuer will take any and all actions as may be action necessary to maintain continue such designation and appointment of such agent in full force and effect and to advise the Insurance Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a period new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of seven years from any of the date aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 of this Agreementthe Indenture or to any other address of which it shall have given notice pursuant to Section 14.3 of the Indenture or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder Each party hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York York, in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americasappoints Aptose Biosciences U.S. Inc. located at Unit 120, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York United States upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such authorized agent in a manner permitted be certified or registered mail, or by applicable lawpersonal delivery by Federal Express, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 such authorized agent shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven five years from the date of this Agreement.

Submission to Jurisdiction, Etc. (a) The Company Issuer and each Selling Shareholder hereby submits the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the U.S. federal and New York state courts in the Borough of Manhattan, The City State of New York or any United States Federal court sitting in the ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof, in any suit suit, action or proceeding arising out of this Indenture, the Notes or relating any of the other Transaction Documents to this Agreement which each is or is to be a party, or for recognition or enforcement of any judgment, and the transactions contemplated hereby. The parties Issuer and the Trustee hereby irrevocably and unconditionally waive any objection to the laying agree that all claims in respect of venue of any lawsuit, such action or other proceeding in such courts, may be heard and hereby further irrevocably and unconditionally waive and agree not to plead or claim determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court . The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such lawsuitsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company Issuer and each Selling Shareholder the Trustee agree that final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the Notes or any other Transaction Document in the courts of any jurisdiction. (b) The Issuer hereby irrevocably appoint appoints and empowers CT Corporation Service CompanySystem, 1133 Avenue of the Americas, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ as its authorized agent (the “Process Agent”)) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, as their respective authorized agent in the Borough of Manhattansummons, The City of New York, New York upon notices and documents which process may be served in any such suit suit, action or proceeding in a manner permitted by applicable lawany ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Federal court sitting in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and agree that any appellate court from any thereof, which service of process upon may be made on such designee, appointee and agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any accordance with legal procedures prescribed for such suit or proceedingcourts. The Company and each Selling Shareholder further agree to Issuer will take any and all actions as may be action necessary to maintain continue such designation and appointment of such agent in full force and effect and to advise the Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a period new Process Agent within ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of seven years from any of the date aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 or to any other address of this Agreementwhich it shall have given notice pursuant to Section 14.3 or to its Process Agent. Service upon the Issuer or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 11 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), appoints Cogency Global lnc. as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, 2▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 11 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, appoints P▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)& Associates., as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each the Selling Shareholder hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each the Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)Kornit Digital North America Inc., as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may beapplicable, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder Shareholder, as applicable, in any such suit or proceeding. The Company and each the Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), appoints Cogency Global Inc. as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby Each of the parties hereto submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum, and any right to which any of them may be entitled on account of place of residence or domicile. The Company and each Selling Shareholder Stockholder irrevocably and unconditionally appoint Corporation Service CompanyCogency Global Inc., 1133 Avenue of the Americas▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling ShareholderStockholder, as the case may be, by the person serving the same to the address provided in Section 16 10 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder Stockholder in any such suit or proceeding. The Company and each Selling Shareholder Stockholder further agree to take any and all actions as may be reasonably necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇Suite 3100, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇N.Y. 10036-▇▇▇▇ 6710 (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each the Selling Shareholder Shareholders hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each the Selling Shareholder Shareholders irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), & Associates as their respective authorized agent agents in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling ShareholderShareholders, as the case may beapplicable, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder Shareholders, as applicable, in any such suit or proceeding. The Company and each the Selling Shareholder Shareholders further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. (a) The Company parties hereto hereby irrevocably and each Selling Shareholder hereby submits unconditionally submit to the non-exclusive jurisdiction of: (i) the United States District Court for the Southern District of the U.S. federal and New York state courts or of any New York State court (in either case sitting in the Borough of Manhattan, Manhattan in The City of New York York) and (ii) the courts of its own corporate domicile, in any suit or proceeding each case with all applicable courts of appeal therefrom, with respect to actions brought against it as a defendant for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebyhereby or thereby; provided that nothing herein shall be deemed to limit the ability of any party to this Agreement to bring suit against any other party to this Agreement in any other permissible jurisdiction. The Each of the parties hereto hereby irrevocably and unconditionally waive waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any lawsuit, action or other such proceeding brought in such courtsa court, and hereby further irrevocably and unconditionally waive and agree not to plead or any claim in any such court that any such lawsuit, action or other proceeding brought in any such a court has been brought in an inconvenient forum. The Company forum and each Selling Shareholder any objection based on place of residence or domicile. (b) To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably appoint Corporation Service Companywaives, 1133 Avenue of to the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner fullest extent permitted by applicable law, and agree that service such immunity in respect of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of its obligations under this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York (the “Specified Courts”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling ShareholderCompany, as the case may be, by the person serving the same to the address provided in Section 16 13 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each the Selling Shareholder Shareholders hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each the Selling Shareholder Shareholders irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)Kornit Digital North America Inc., as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling ShareholderShareholders, as the case may beapplicable, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder Shareholders, as applicable, in any such suit or proceeding. The Company and each the Selling Shareholder Shareholders further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas111 Eighth Avenue, New York, N.Y. 10011, as its authorized agent in th▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇ ▇▇▇ (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 8(f) shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ . ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)System, as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the any such Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 16(a) shall be deemed in every respect effective service of process upon the Company or the such Selling Shareholder Shareholder, as applicable, in any such suit or proceeding. The Each of the Company and each Selling Shareholder represents and warrants that such agent has agreed to act as such authorized agent for service of process, and the Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)appoints Cogency Global lnc, as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, appoints ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)& Associates., as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction Each of the U.S. federal and New York state courts in the Borough of Manhattanparties hereto irrevocably (i) agrees that any legal suit, The City of New York in any suit action or proceeding against any PSI Guarantor brought by any Holder of the Securities or by any person who controls any Holder of the Securities arising out of or relating to based upon this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive may be instituted in any New York court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any lawsuitsuch proceeding and any other requirements of or objections to personal jurisdiction with respect thereto and (iii) expressly submits to the exclusive jurisdiction of such courts in any such suit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forumproceeding. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue Each of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ PSI Guarantors hereby appoints the Company as its authorized agent (the “Process Authorized Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York ) upon which whom process may be served in any such suit action arising out of or proceeding based on the Purchase Agreement, this Joinder to the Purchase Agreement, the Indenture, the Securities, the Guarantees or the transactions contemplated hereby which may be instituted in a manner permitted any New York court by applicable law, and agree that service any Holder of the Securities. Service of process upon such agent in a manner permitted by applicable law, the Authorized Agent and written notice of said such service to the Company or the Selling Shareholderapplicable PSI Guarantor, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed deemed, in every respect respect, effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementapplicable PSI Guarantor.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties Company and each Selling Shareholder hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint Corporation Service Companyappoints Nayax LLC, 1133 Avenue of the AmericasExecutive Plaza 1, 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 1004, H▇▇▇ ▇▇▇▇Valley, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)Maryland 21031, as their respective authorized agent in the Borough of Manhattan, The City of New York, New York United States upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in this Section 16 ‎22 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder AMTD Group hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder AMTD Group irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)appoints Law Debenture Corporate Services Inc., as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, and AMTD Group by the person serving the same to the address provided in Section 16 15 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder AMTD Group in any such suit or proceeding. The Company and each Selling Shareholder AMTD Group further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints [CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York York] upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 10 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint Corporation Service Companyappoints National Corporate Research, 1133 Avenue of the AmericasLtd., ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ . ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their its respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 15(b) shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementas aforesaid.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 15 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties Company and each Selling Shareholder hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint Corporation Service Companyappoints Piedmont Aviation Component Services LLC, 1133 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇Parkway, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)Charlotte, NC 28269, as their respective authorized agent in the Borough of Manhattan, The City of New York, New York United States upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in this Section 16 22 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Each Selling Shareholder Stockholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Each Selling Shareholder Stockholder irrevocably appoint Corporation Service Companyappoints Quattro Global Capital, 1133 Avenue of the AmericasLLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the such Selling Shareholder, as the case may be, Stockholder by the person serving the same to the address provided in Section 16 8.9 shall be deemed in every respect effective service of process upon the Company or the such Selling Shareholder Stockholder in any such suit or proceeding. The Company and each Each Selling Shareholder Stockholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent or any replacement agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 10 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company designated and each Selling Shareholder irrevocably appoint Corporation Service Companyappoints Allot Communications, 1133 Avenue of the AmericasInc., which currently maintains an office at 7▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-, ▇▇▇▇ (the “Process Agent”)▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 14 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven three years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder the Subsidiary Guarantors hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Subsidiary Guarantors each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 1180 Avenue of the Americas▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)▇, as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or and the Selling Shareholder, as the case may be, Subsidiary Guarantors by the person serving the same to the address provided in Section 16 8 shall be deemed in every respect effective service of process upon the Company or and the Selling Shareholder Subsidiary Guarantors in any such suit or proceeding. The Company and each Selling Shareholder the Subsidiary Guarantors further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder Stockholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Each Selling Shareholder Stockholder that is a non-United States person irrevocably appoint appoints Corporation Service Company, 1133 Avenue of the AmericasCT Corporation and National Corporate Research, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)Ltd, as their respective applicable, authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the such Selling Shareholder, as the case may be, Stockholder by the person serving the same to the address provided in Section 16 10 shall be deemed in every respect effective service of process upon the Company or the such Selling Shareholder Stockholder in any such suit or proceeding. The Company and each Such Selling Shareholder Stockholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder AMTD Group hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder AMTD Group irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, appoints ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)& Associates, as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, and AMTD Group by the person serving the same to the address provided in Section 16 15 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder AMTD Group in any such suit or proceeding. The Company and each Selling Shareholder AMTD Group further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may beCompany, by the person serving the same to the address provided in Section 16 14 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder Each of the parties hereto hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”). 10011, as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 8 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder Parties hereby submits submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder Parties irrevocably appoint Corporation Service CompanyGDC Technology (USA), 1133 Avenue of the AmericasLLC, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ (the “Process Agent”)▇▇▇▇▇, as their respective authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling ShareholderParties, as the case may be, by the person serving the same to the address provided in Section 16 14 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder Parties in any such suit or proceeding. The Company and each Selling Shareholder Parties further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York (the “Specified Courts”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each Selling Shareholder irrevocably appoint appoints CT Corporation Service CompanySystem, 1133 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”), as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree that service of process upon such agent in a manner permitted by applicable lawagent, and written notice of said service to the Company or the Selling ShareholderCompany, as the case may be, by the person serving the same to the address provided in Section 16 14 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company and each Selling Shareholder irrevocably appoint Corporation Service Company, 1133 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Process Agent”)appoints Cogency Global Inc., as their respective its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding in a manner permitted by applicable lawproceeding, and agree agrees that service of process upon such agent in a manner permitted by applicable law, and written notice of said service to the Company or the Selling Shareholder, as the case may be, by the person serving the same to the address provided in Section 16 shall be deemed in every respect effective service of process upon the Company or the Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.