Governing Law; Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of New York. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in any state or federal court within New York County, New York and, by execution and delivery of this Note, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts.

Jurisdiction and Venue. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties shall be brought only in the state courts ofNew York or in the federal courts located in Manhattan County, New York.

Governing Law: Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of New York. The Issuer hereto irrevocably consents to the jurisdiction of the United States federal courts and state courts located in the State of New York and County of New York in any suit or proceeding based on or arising under this Note or the transactions contemplated hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Issuer further agrees that service of process upon the Issuer in accordance with Section 8 hereof shall be deemed in every respect effective service of process upon the Issuer in any suit or proceeding arising hereunder. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.

This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference to conflict of laws) and the exclusive venue shall be in the State and Federal courts located in State of New York.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the ​ and will be deemed to be made in the State of New York. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in New York State in a County or Judicial district where the ​ maintains a branch and consents that the ​ may effect any service of process in the manner and at Borrower’s address set forth above for providing notice or demand; provided that nothing contained in this Note will prevent the ​ from bringing any action, enforcing any award or judgment or exercising any rights against Borrower individually, against any security or against any property of Borrower within any other county, state or other foreign or domestic jurisdiction. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the ​ and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the ​ and will be deemed to be made in the State of New York. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. ​ hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in New York State in a County or Judicial district where the ​ maintains a branch and consents that the ​ may effect any service of process in the manner and at ​’s address set forth above for providing notice or demand; provided that nothing contained in this Note will prevent the ​ from bringing any action, enforcing any award or judgment or exercising any rights against ​ individually, against any security or against any property of ​ within any other county, state or other foreign or domestic jurisdiction. ​ acknowledges and agrees that the venue provided above is the most convenient forum for both the ​ and ​. ​ waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

THIS NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

This Note shall be construed and enforced in accordance with, and the rights of ​ and the holder of this Note shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

This Note shall be construed and enforced in accordance with, and the rights of the ​ and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Governing Law. This Note will be governed by and construed in accordance with the laws of the state of New York without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.