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.

This Agreement supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this Agreement. This Agreement shall be governed by and construed and enforced in accordance with, and governed by,under 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 modifiedexecuted in two or amendedmore counterparts (which may be facsimiles, PDFs or any termsigned documents created using DocuSign 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 waiversimilar services), each of any provision of this Agreementwhich shall be valid unless in writingdeemed an original, but all of which together shall constitute one and signed by the person or party to be charged. same instrument.

This Agreement shall beand all related documents, and all matters arising out of or relating to this Agreement, are governed by, and 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 relatingUnited States of America, without regard to the subject matter hereof, and this Agreement may not be modifiedconflict of laws provisions thereof to the extent such principles or amendedrules would require or any term or provision thereof waived or discharged except in writing signed bypermit the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverapplication of the laws of any provisionjurisdiction other than those of this Agreement shall be valid unless in writing and signed by the person or party to be charged. State of New York.

This Agreement shall be construedgoverned by and enforcedconstrued in accordance with, and governed by,with the laws of the State of New York,York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts located in the City of New York, State of New York. This Agreement supersedes all prior Agreements and understandings relatingThe parties hereto expressly agree to submit themselves to the subject matter hereof, and this Agreementjurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly waive any rights they may not be modifiedhave to contest the jurisdiction, venue 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 waiverauthority of any provisioncourt sitting in the City and State of this Agreement shall be valid unless in writing and signed by the person or party to be charged. New York.

Governing Law. 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 toprinciples of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be performedbrought only in the State of New York. This Agreement supersedes all prior Agreements and understandings relatingThe parties to the subject matter hereof, and this Agreement mayhereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not be modifiedassert any defense based on lack of jurisdiction or amendedvenue or any term or provision thereof waived or discharged except in writing signed bybased upon forum non conveniens. In the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver ofevent that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be valid unless in writing and signed bydeemed inoperative to the person or party to be charged. extent that it

Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be construed and enforced in accordance with, and governed by,or interpreted according to 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 waiverchoice of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.law considerations.

This Agreement shall be construed and enforced in accordance with,with and governed by,by the internal laws of the State of New York, applicable to agreements made andYork. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be performed in New York. This Agreement supersedes all prior Agreementseffective 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 ofvalid under applicable law, but if any provision of this Agreement shall be valid unless in writing and signedprohibited by or invalid under such law, such provision shall be ineffective to the personextent of such prohibition or party to be charged. invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the lawslaw 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 toYork excluding choice-of-law principles of 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 bylaw of such State that would require the party against whomapplication of the laws of a jurisdiction other than 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. State.

This Agreement shall be construed and enforcedinterpreted in accordance with, and governed by,with 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 waiverexcluding its choice of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.law rules.

Governing Law. This Agreement shall be construed and enforced in accordance with,with and governed by,by the lawslaw 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, 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 all questions concerning the construction, validity, interpretation and performance of this Agreement and all disputes arising hereunder shall be governed by, the laws of the State of New York, applicablewithout giving effect to agreements made and to be performed inany choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. ThisThe parties hereto # agree that any legal action or proceeding with respect to this Agreement supersedes all prior Agreements and understandingsor any other agreement, document, or other instrument executed in connection herewith or therewith, shall be brought in any state or federal court located within the City of New York, New York, # irrevocably waive any objections which either may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating to the subject matter hereof, and this Agreement may not be modified or amendedAgreement, or any termother agreement, document, or provision thereof waivedother instrument executed in connection herewith, brought in the aforementioned courts and # further irrevocably waive any claim that any such suit, action, or discharged exceptproceeding brought in writing signed by the party against whomany such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unlesscourt has been brought in writing and signed by the person or party to be charged. an inconvenient forum.

This Agreement shall be construedgoverned by, and enforcedconstrued 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,with and governed by,by the lawslaw 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 shallwill be construed and enforced in accordance with, and governed by,by the laws of the State of New York, applicablewithout regard to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating toits principles of conflicts of law. If any one or more of 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 byprovisions of 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 signeddetermined by the person or partya court of competent jurisdiction to be charged. invalid, void or unenforceable, the remainder of the provisions shall, to the extent permitted by law, remain in full force and effect and shall in no way be affected, impaired or invalidated. Moreover, if any of these provisions is determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, it shall be construed, by limiting or reducing it to the maximum extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

Governing Law. This Agreement is made and entered into in the state of New York and shall in all respects be construed and enforced in accordance with,interpreted, enforced, and governed by,under the laws of the State of New York, applicablesaid state without giving effect 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 modifiedconflicting laws 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. provisions thereof.

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, 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 all questions concerning the construction, validity, interpretation and performance of this Agreement and all disputes arising hereunder shall be governed by, the laws of the State of New York, applicablewithout giving effect to agreements made and to be performed inany choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. ThisThe parties hereto # agree that any legal action or proceeding with respect to this Agreement supersedes all prior Agreements and understandingsor any other agreement, document, or other instrument executed in connection herewith or therewith, shall be brought in any state or federal court located within the City of New York, New York, # irrevocably waive any objections which either may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating to the subject matter hereof, and this Agreement may not be modified or amendedAgreement, or any termother agreement, document, or provision thereof waivedother instrument executed in connection herewith, brought in the aforementioned courts and # further irrevocably waive any claim that any such suit, action, or discharged exceptproceeding brought in writing signed by the party against whomany such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unlesscourt has been brought in writing and signed by the person or party to be charged. an inconvenient forum.

This Agreement shall be construedgoverned by, and enforcedconstrued 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,with and governed by,by the lawslaw 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 shallwill be construed and enforced in accordance with, and governed by,by the laws of the State of New York, applicablewithout regard to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating toits principles of conflicts of law. If any one or more of 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 byprovisions of 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 signeddetermined by the person or partya court of competent jurisdiction to be charged. invalid, void or unenforceable, the remainder of the provisions shall, to the extent permitted by law, remain in full force and effect and shall in no way be affected, impaired or invalidated. Moreover, if any of these provisions is determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, it shall be construed, by limiting or reducing it to the maximum extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

Governing Law. This Agreement is made and entered into in the state of New York and shall in all respects be construed and enforced in accordance with,interpreted, enforced, and governed by,under the laws of the State of New York, applicablesaid state without giving effect 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 modifiedconflicting laws 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. provisions thereof.