For all matters arising directly or indirectly from this Agreement or the Plan, the Company and the Grantee each (i) irrevocably consent and submit to the sole exclusive jurisdiction of the state and federal courts located in New York City, New York, and the Company and the Grantee hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts in connection with any legal action, lawsuit, arbitration, mediation, or other legal or quasi legal proceeding (“ Proceeding ”) directly or indirectly arising out of or relating to this Agreement or the Plan; provided that a party to this agreement shall be entitled to enforce an order or judgment of any such court in any United States or foreign court having jurisdiction over the other party, (ii) irrevocably waive, to the fullest extent permitted by law, any objection that either party may now or later have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding which is brought in any such court has been brought in an inconvenient forum, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) covenants that they will not, directly or indirectly, commence any Proceeding other than in such courts, and (v) agree that service of any summons, complaint, notice or other process relating to such Proceeding may be effected in the manner provided for the giving of notice as set forth in this Agreement.