Governing Law, Forum Selection, and Waivers. The parties agree and acknowledge that this Agreement is accepted, executed and performed in the State of Florida. The parties to this agreement further agree and acknowledge that all Future Receivables are to be remitted to Purchaser at its principle place of business in Broward County, Florida. This Agreement will be governed by and enforced in accordance with the laws of the State of Florida, without regard to principles of conflict of laws to the extent such principles would require application of any other law. All parties agree that all legal proceedings and any other action or claim arising out of or relating to this Agreement, or a transaction that is subject, or relates in any way, to this Agreement, whether based in contract, statute, tort or otherwise, shall be held in the mandatory and exclusive forum and venue of the state courts in Broward County, Florida, and waive the right to remove any proceedings or action to, federal court. This forum selection clause and choice of law provision shall be construed as mandatory, rather than permissive, and no action may be brought in any other state or jurisdiction. The parties herby waive any claim against or objection to venue in, and in personam jurisdiction of, the state courts in Broward County, Florida. The parties hereby irrevocably waive any objection, defense, and any right of immunity on the grounds of venue or the inconvenience of the forum, or to the jurisdiction of such courts, or from the execution of judgments resulting therefrom. ALL PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF, OR RELATED, IN ANY WAY, TO THIS AGREEMENT, OR ANY TRANSACTION ARISING OUT OF, THAT IS THE SUBJECT OF, OR RELATES IN ANY WAY TO THIS AGREEMENT.

Governing Law and Non-exclusive Forum. The parties expressly agree: # that, because the Plan is centrally administered in the State of New Jersey by employees of a ​ affiliate, the subject matter of this [Exhibit B] bears a reasonable relationship to the State of New Jersey; # that this [Exhibit B] is made under, shall be construed in accordance with, and governed in all respects by the laws of the State of New Jersey without giving effect to that jurisdiction’s choice of law rules, except to the extent that the terms of Massachusetts General Laws chapter 149, [section 24L] apply or Washington Revised Code chapter 49.62 apply; and # the parties consent to the non-exclusive jurisdiction and venue of the courts of the State of New Jersey, and the federal courts of the United States of America located in the State of New Jersey, over any action, claim, controversy or proceeding arising under this [Exhibit B], and irrevocably waive any objection they may now or hereafter have to the non-exclusive jurisdiction and venue of such courts.

Cousins Forum Note LLC

Section #Governing Law; Forum Selection.

Acceptance of Jurisdiction. The agreement by the Company and each Participant as to forum is independent of the law that may be applied in the action, and the Company and each Participant, as a condition to such Participant’s participation in this Plan, # agree to such forum even if the forum may under applicable law choose to apply non-forum law, # hereby waive, to the fullest extent permitted by applicable law, any objection which the Company or such Participant now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in [Section 6(d)(1), (iii)])] undertake not to commence any suit, action or proceeding arising out of or relating to or concerning this Plan in any forum other than the forum described in this [Section 6(d) and (iv)])] agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon the Company and each Participant.

Each Party for itself irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 6.6(a) being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Amendment, or the transactions contemplated hereby and agrees not to claim that any such court is not a convenient or appropriate forum.

serve as a forum for consideration of and exchanging data and results generated by each Party relating to additional indications for any Compound or Product;

plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

The parties agree that mediation shall be used as an initial forum for the good-faith attempt to settle and resolve any issues or disputes that may arise.

This Agreement and any related security or other agreements required by this Agreement, collectively: # represent the sum of the understandings and agreements between [[Organization B:Organization]] and [[Organization A:Organization]] concerning this credit; # replace any prior oral or written agreements between [[Organization B:Organization]] and [[Organization A:Organization]] concerning this credit; and # are intended by [[Organization B:Organization]] and [[Organization A:Organization]] as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail. If any provision of this Agreement is deemed invalid by reason of law, this Agreement will be construed as not containing such provision and the remainder of the Agreement shall remain in full force and effect. [[Organization B:Organization]] retains all of its rights, even if it makes an Advance after a default. If [[Organization B:Organization]] waives a default, it may enforce a later default. Any consent or waiver under, or amendment of, this Agreement must be in writing, and no such consent, waiver, or amendment shall imply any obligation by [[Organization B:Organization]] to make any subsequent consent, waiver, or amendment.