This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

This Agreement shall be construed and enforced in accordance with, and governed by,by the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, andIf any term of this Agreement mayor the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term to any person or circumstances other than those as to which it is invalid or unenforceable shall not be modified or amended or anyaffected thereby, and each term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unlessand enforceable to the fullest extent permitted by law. This Agreement may be executed in writingany number of counterparts, each of which when executed and signed by the person or partydelivered will be deemed to be charged. an original and all of which taken together, will deemed to be one and the same instrument.

This Agreement is and shall be construed and enforced in accordance with, and governed by,deemed to be a contract entered into pursuant to the laws of the State of New York, applicable to agreements madeYork and toshall in all respects be performedgoverned, construed, applied and enforced in accordance with the laws of the State of New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

This Agreement shall be construed and enforced in accordance with,interpreted, enforced, and governed by,by and under the laws of the State of New York, applicableYork. The language of this Agreement shall be construed as a whole according to agreements made and to be performed in New York.its fair meaning. This Agreement supersedes all prior Agreements and understandings relatingshall be deemed to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signedhave been equally drafted by the Parties and in the event of ambiguity shall not he strictly construed against one party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverthe other. If for any reason a court of competent jurisdiction finds any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged. unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of this Agreement will continue in full force and effect.

Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement shall be construedgoverned by and enforcedconstrued in accordance with, and governed by,with the laws of the State of New York, applicableYork without regard to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverconflicts of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged. law principles.

Law Governing. This Agreement shall be construedgoverned by and enforcedconstrued in accordance with, and governed by,with the laws of the State of New York, applicable to agreementsYork governing contracts made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relatingYork without regard to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverconflict of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged. law principles thereof.

This Agreement shall be governed by and construed and enforced in accordance with, and governed by,with the laws of the State of New York,York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the courts of the State of New York, located in the County of New York. This Agreement supersedes all prior AgreementsEach party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens or any similar grounds and understandings relatingirrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the subject matter hereof, andjurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged. Agreement.

Miscellaneous. This Agreement shall be construed and enforced in accordance with, and governed by,contains the lawsentire agreement of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandingsparties relating to the subject matter hereof, and thissupersedes in their entirety any and all prior agreements, understandings or representations relating to the subject matter hereof, except as expressly set forth herein. This Agreement may not be modifiedexecuted in one or amended or any term or provision thereof waived or discharged except in writing signed bymore counterparts, each of which shall be deemed an original, and all of which shall constitute one and the party against whom such amendment, modification, waiver or discharge is sought to be enforced.same Agreement. No waiver of any provisionmodifications of this Agreement shallwill be valid unless made in writing and signed by the person or party toparties hereto. This Agreement shall be charged. governed by and construed in accordance with the internal laws of the State of New York.

This Agreement shall be construeddeemed to have been made in the State of New York and enforcedshall be governed by and construed in accordance with, and governed by,with the laws of the State of New York, applicableYork without regard to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverconflict of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged. law rules thereof.