Except for the process for resolving the amount of any Earnout Payment, which is governed exclusively by Section 2.5, any action or proceeding seeking to determine the respective rights or obligations of the parties under this Agreement or any of the Transaction Documents, to enforce any provision of, or based on any right arising out of this Agreement or any of the Transaction Documents, or relating to any actual or alleged breach of this Agreement or any such Transaction Documents, shall be brought solely and exclusively in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court of Delaware, and each of the parties consents to the jurisdiction of those courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any such action or proceeding may be served by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10.6. Nothing in this Section 10.4, however, affects the right of any party to serve legal process in any other manner permitted by law.