Governing Law; Choice of Venue. This Agreement will be governed, construed and enforced in accordance with the laws of the State of Delaware and the United States, as applicable, without giving effect to conflict of law rules or principles thereof. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against you or the Company only in a federal or state court located in Delaware, and you and the Company each agree to submit yourself and your respective property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

Governing Law; Choice of Venue. This Agreement will be governed, construed and enforced in accordance with the laws of the State of Delaware and the United States, as applicable, without giving effect to conflict of law rules or principles thereof. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against you or the Company only in athe Delaware Court of Chancery or if not maintainable therein, then before an appropriate federal or state court located in Delaware, and you and the Company each agree to submit yourself and your respective property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

Governing Law; Choice of Law and Venue. This Agreement willshall be governed, construed and enforced in accordance withgoverned by the laws of the State of Delaware and theDelaware, United States, as applicable, without giving effect to conflictexcluding its conflicts of law rules or principles thereof. Anylaws principles. The Parties hereby agree that any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement maywill be brought against yousolely in any state or the Company only in a federal or state court located in Delaware, and you and the Company each agree toUnited States. Both Parties hereby submit yourself and your respective property to the exclusive jurisdiction and venue of the foregoing courts with respect toany such disputes.court.

Governing Law; Choice of Venue.Law and Venue: This Agreement willshall be governed, construed and enforced in accordance withwith, and all disputes hereunder shall be controlled by, the laws of the State of Delaware without regard to conflicts-of-law principles and without regard to the United States, as applicable, without giving effect to conflictidentity of law rulesits drafter(s). Any controversy or principles thereof. Any action or proceeding seeking to enforce any provision of or based on any rightclaim arising out of or relating to this AgreementAgreement, or a breach thereof, must and may only be brought against you or the Company only in a federal or state court located inState of Delaware, and you and the Company each agree toparties submit yourself and your respective property to the mandatory exclusive jurisdiction and venue of the foregoing courts with respect to such disputes.Courts of the State of Delaware.

Governing Law; Choice of Venue. This Agreement willshall be governed, construedconstrued, enforced, and enforced in accordance withinterpreted pursuant to the laws of the State of Delaware and the United States, as applicable,Delaware, without giving effectregard to conflictchoice of law rulesrules, as applied to contracts made and to be performed entirely in Delaware. The parties agree that any proceeding brought by either party under or principles thereof. Any actionin relation to this Agreement, including without limitation to interpret or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement mayAgreement, shall be brought against you or the Company only in a federal or state court located in Delaware,in, and youeach party agrees to and the Company each agree todoes hereby irrevocably submit yourself and your respective property to the exclusive jurisdiction and venue of, any state or federal court located in the State of Delaware in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agree that all claims in respect of the foregoing courts with respect toproceeding shall be heard and determined only in any such disputes.court and agree not

Governing Law; ChoiceLaw and Venue. The validity, construction and effect of Venue. Thisthe Agreement willand any actions taken under or relating to this Agreement shall be governed, construed and enforceddetermined in accordance with the laws of the Statestate of Delaware and applicable Federal law. This grant is made and/or administered in the United States, as applicable, without giving effect to conflictStates. For purposes of law rules or principles thereof. Any action or proceeding seeking to enforcelitigating any provision of or based on any right arising out ofdispute that arises under this Agreement may be brought against yougrant or the Company only in a federal or state court located in Delaware,Agreement the parties hereby submit to and you and the Company each agree to submit yourself and your respective propertyconsent to the exclusive jurisdiction of the foregoingstate of Delaware, agree that such litigation shall be conducted in the state or federal courts with respect to such disputes.located in Delaware.

Governing Law; Choice ofLaw, Jurisdiction and Venue. This Agreement willshall be governed, construedgoverned by and enforcedinterpreted in accordance with the laws of the State of Delaware other than its conflict of laws principles. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in the state or federal courts located in New Castle County, Delaware, and the United States, as applicable, without giving effect to conflict of law rules or principles thereof. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against you or the Company only in a federal or state court located in Delaware, and you and the Company each agree toparties shall submit yourself and your respective property to the exclusive jurisdiction of the foregoingsuch courts with respectand waive any and all jurisdictional, venue and inconvenient forum objections to such disputes.courts.

Law Governing; Venue. This Agreement willshall be governed, construedgoverned by, construed, and enforced in accordance with the laws of the State of Delaware and the United States, as applicable, without giving effect to(excluding any conflict of laws rule or principle of Delaware law rulesthat might refer the governance, construction, or principles thereof.interpretation of this Agreement to the laws of another state). Any action or proceeding seeking to enforce any provision ofof, or based on any right arising out ofof, this Agreement mayshall be brought against youin the courts of the State of Texas, County of Dallas, or, if it has or can acquire jurisdiction, in the Company only in a federal or state court located in Delaware,United States District Court for the Northern District of Texas, and you andeach of the Company each agree to submit yourself and your respective propertyparties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or convenience of forum, agrees that all claims in respect of the foregoing courts with respectproceedings shall be heard and determined only in any such court and agrees not to such disputes.bring any proceeding arising out of or relating to this Agreement in any other court.

Governing Law; Choice of Venue.Law. This Agreement willshall be governed,governed by, and construed and enforcedinterpreted in accordance withwith, the laws of the State of Delaware and the United States, as applicable,Delaware, without giving effectregard to conflictchoice of law rules or principles thereof. Anythat would compel the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding seeking to enforce any provisionthat may be based upon, arise out of or based on any right arising out ofrelate to this Agreement mayor the negotiation, execution or performance hereof, shall be brought against youand determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom located in the State of Delaware (or, only if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or the Company only in a federal or state court located in Delaware, and you and the Company each agree to submit yourself and your respective property to the exclusive jurisdictionState of the foregoing courts with respect to such disputes.Delaware).

Governing Law; Choice of Venue.Forum. This Agreement willshall be governed, construedgoverned by and enforcedinterpreted in accordance with the lawsDelaware law, without regard to its conflicts of the State of Delawarelaw principles, and the United States, as applicable, without giving effectparties hereby submit to conflict of law rules or principles thereof. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against you or the Company only in a federal or state court located in Delaware, and you and the Company each agree to submit yourself and your respective property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.and tribunals of Delaware.