Governing Law and Jurisdiction. This Letter Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to its choice of law provisions. Such construction will be made without regard to the authorship of this Letter Agreement. You agree that the state and federal courts located in the State of Illinois will have exclusive jurisdiction in any action, suit or proceeding based on or arising out of this Letter Agreement. Accordingly, you hereby: # submit to the personal jurisdiction of such courts; # consent to the service of process in connection with any action, suit, or proceeding against you; and # waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, venue or service of process.

13 Governing Law. This Letter Agreement will be governed under the internal laws of the state of New York without regard to principles of conflicts of laws. You agree that the state and federal courts located in the state of New York shall have exclusive jurisdiction in any action, lawsuit or proceeding based on or arising out of this Letter Agreement, and you hereby: # submit to the personal jurisdiction of such courts; # consent to the service of process in connection with any action, suit, or proceeding against you; and # waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, venue or service of process.

Governing Law; Jurisdiction/Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of laws rules, and both Parties submit to the exclusive personal jurisdiction of the state and federal courts in Illinois, and to venue in said courts, and waive any claim of forum non conveniens. Each party waives any right to have any dispute in connection herewith resolved by jury trial.

Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto # all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and # waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.