Governing Law; Jurisdiction. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof. Any disputes involving this Agreement or the related Restricted Stock Unit Award will be heard and determined before the 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 non-exclusive jurisdiction of the foregoing courts with respect to such disputes, in each case, as permitted.

Governing Law; Jurisdiction. The interpretation, performanceThis Award Agreement and enforcement of this Agreement shall berelated Restricted Stock Unit Award are governed byby, and subject to, the laws of the State of Delaware and the United States, as applicable,Delaware, without reference to theprinciples of conflict of laws provisions thereof.laws, as provided in the Plan. Any disputes involving this Award Agreement or the related Restricted Stock Unit Award will be heard and determined before the 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 non-exclusive jurisdiction of the foregoing courts with respect to such disputes, in each case, as permitted.

Governing Law; Jurisdiction.Law and Venue. The interpretation, performancegrant of Restricted Stock and enforcementthe provisions of this Agreement and the validity, interpretation, construction, and performance of same shall be governed byby, and subject to, the laws of the State of Delaware, without regard to its conflict of law provisions. Any and all disputes relating to, concerning, or arising from this Agreement, or relating to, concerning, or arising from the relationship between the parties evidenced by the Restricted Stock or this Agreement, shall be brought and heard exclusively in the U.S. District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and the United States, as applicable, without referenceagrees that such party is subject to the conflictpersonal jurisdiction of laws provisions thereof. Any disputes involving this Agreement or the related Restricted Stock Unit Award will be heard and determined before the 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 propertysaid courts; hereby irrevocably consents to the non-exclusive jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the foregoingfullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts with respect tois improper or that such disputes,proceedings have been brought in each case, as permitted.an inconvenient forum.

Governing Law; Jurisdiction.Law and Venue. The interpretation, performanceRestricted Stock grant and enforcementthe provisions of this Agreement and the validity, interpretation, construction and performance of same shall be governed byby, and subject to, the laws of the State of Delaware, without regard to its conflict of law provisions. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Restricted Stock or this Agreement, shall be brought and heard exclusively in the U.S. District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and the United States, as applicable, without referenceagrees that such party is subject to the conflictpersonal jurisdiction of laws provisions thereof. Any disputes involving this Agreement or the related Restricted Stock Unit Award will be heard and determined before the 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 propertysaid courts; hereby irrevocably consents to the non-exclusive jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the foregoingfullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts with respect tois improper or that such disputes,proceedings have been brought in each case, as permitted.an inconvenient forum.

GoverningChoice of Law; Jurisdiction. The interpretation, performance and enforcement of this AgreementJurisdiction; Venue. This Restricted Stock Award shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of DelawareNew York or the State of Delaware, and each of the United States, as applicable, without referenceParticipant, the Company, and any transferees who hold Shares pursuant to a Transfer, hereby submits to the conflict of laws provisions thereof. Any disputes involving this Agreement or the related Restricted Stock Unit Award will be heard and determined before the 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 non-exclusive jurisdiction of such courts for the foregoing courts with respectpurpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to a Transfer hereby irrevocably waives # any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement (or any provision incorporated by reference) brought in any court of competent jurisdiction in the state of Delaware, # any claim that any such disputes,suit, action, or proceeding brought in each case, as permitted.any such court has been brought in any inconvenient forum and # any right to a jury trial.

Governing Law; Jurisdiction. The interpretation, performanceThis Award Agreement and enforcement of this Agreement shall berelated Restricted Stock Unit Award are governed byby, and subject to, the laws of the State of Delaware and the United States, as applicable,Delaware, without reference to theprinciples of conflict of laws provisions thereof. Any disputes involving this Agreement orlaws, as provided in the related Restricted Stock Unit Award will be heard and determined before the 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 non-exclusive jurisdiction of the foregoing courts with respect to such disputes, in each case, as permitted.Plan.

Governing Law; Jurisdiction. The interpretation, performanceChoice of Venue. This Agreement will be governed, construed and enforcement of this Agreement shall be governed byenforced in accordance with the laws of the State of Delaware and the United States, as applicable, without referencegiving effect to the conflict of laws provisionslaw rules or principles thereof. Any disputes involvingaction 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 related Restricted Stock Unit Award will be heard and determined beforeCompany only in the 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 non-exclusive jurisdiction of the foregoing courts with respect to such disputes, in each case, as permitted.disputes.