Governing Law: Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of New York. The Issuer hereto irrevocably consents to the jurisdiction of the United States federal courts and state courts located in the State of New York and County of New York in any suit or proceeding based on or arising under this Note or the transactions contemplated hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Issuer further agrees that service of process upon the Issuer in accordance with [Section 8] hereof shall be deemed in every respect effective service of process upon the Issuer in any suit or proceeding arising hereunder. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.

Governing Law: Jurisdiction.Law. This Note shall be governed by and construed in accordance with the laws of the State of New York. The Issuer hereto irrevocably consentsYork without regard to principles of conflicts of laws. Any action brought by either party against the jurisdiction ofother concerning the United States federal courts and state courts locatedtransactions contemplated by this Note shall be brought only in the Statestate and/or federal courts of New York City, NY. The parties to this Note hereby irrevocably waive any objection to jurisdiction and Countyvenue of New York in any suit or proceedingaction instituted hereunder and shall not assert any defense based on lack of jurisdiction or arising undervenue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note 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 deemed inoperative to the transactions contemplatedextent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defensepersonal service of an inconvenient forumprocess and consents to the maintenance of such suitprocess being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such forum. The Issuer furtherparty at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Issuer in accordance with [Section 8] hereofand notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Issuerto limit in any suit or proceeding arising hereunder. Nothing herein shall affect theway any right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.

Governing Law: Jurisdiction.Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York. The Issuer hereto irrevocably consents toYork or in the jurisdiction of the United States federal courts and state courts located in the StateCommonwealth of New YorkYork. The parties to this Note hereby irrevocably waive any objection to jurisdiction and Countyvenue of New York in any suit or proceedingaction instituted hereunder and shall not assert any defense based on lack of jurisdiction or arising undervenue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note 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 deemed inoperative to the transactions contemplatedextent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defensepersonal service of an inconvenient forumprocess and consents to the maintenance of such suitprocess being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such forum. The Issuer furtherparty at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Issuer in accordance with [Section 8] hereofand notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Issuerto limit in any suit or proceeding arising hereunder. Nothing herein shall affect theway any right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.

Governing Law: Jurisdiction.Law. This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York. The Issuer hereto irrevocably consents toYork or in the jurisdiction of the United States federal courts and state courts located in the StateEastern District of New YorkYork. The parties to this Note hereby irrevocably waive any objection to jurisdiction and Countyvenue of New Yorkany action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note 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 deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suitsuit, action or proceeding based onin connection with this Note, any agreement or arisingany other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note or the transactions contemplated hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Issuer further agrees thatservice shall constitute good and sufficient service of process upon the Issuer in accordance with [Section 8] hereofand notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Issuerto limit in any suit or proceeding arising hereunder. Nothing herein shall affect theway any right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.

SECTION # Jurisdiction, Etc. # Each of the State of New York. The Issuerparties hereto irrevocably consentsand unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States federal courts and state courts locatedof America sitting in the State of New York City, and County of New Yorkany appellate court from any thereof, in any suitaction or proceeding based onarising out of or arising underrelating to this NoteAgreement or the transactions contemplated herebyNotes, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such suitaction, litigation or proceeding may be heard and determined in any such courts. The Issuer irrevocably waives the defense of an inconvenient forumNew York State court or, to the maintenancefullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. The Borrower hereby further irrevocably consent to the service of process in any action or proceeding in such forum. The Issuer further agrees that service of process uponcourts by the Issuermailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address set forth in accordance with [Section 8] hereof shall be deemed in every respect effective service of process upon the Issuer in any suit or proceeding arising hereunder. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.8.02].

Governing Law: Jurisdiction.Law; Venue. This Note shallis to be governed by and construedinterpreted in accordance with the laws of the State of New York. The IssuerAny legal action or proceeding with respect to this Note or any document related hereto irrevocably consents toshall be brought in any state or federal court within New York County, New York and, by execution and delivery of this Note, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the United States federal courts and state courts located in the State of New York and County of New York in any suit or proceeding based on or arising under this Note or the transactions contemplated hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Issuer further agrees that service of process upon the Issuer in accordance with [Section 8] hereof shall be deemed in every respect effective service of process upon the Issuer in any suit or proceeding arising hereunder. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.

Governing Law:Law; Jurisdiction. This Note shallhas been delivered to and accepted by the ​ and will be governed by and construeddeemed to be made in the State of New York. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the State of New York. The Issuer heretoYork excluding its conflict of laws rules. Borrower hereby irrevocably consents to the exclusive jurisdiction of the United Statesany state or federal courts and state courts locatedcourt in the State of New York State in a County or Judicial district where the ​ maintains a branch and County of New York inconsents that the ​ may effect any suit or proceeding based on or arising under this Note or the transactions contemplated hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Issuer further agrees that service of process uponin the Issuermanner and at Borrower’s address set forth above for providing notice or demand; provided that nothing contained in accordance with [Section 8] hereof shall be deemed in every respect effective servicethis Note will prevent the ​ from bringing any action, enforcing any award or judgment or exercising any rights against Borrower individually, against any security or against any property of process uponBorrower within any other county, state or other foreign or domestic jurisdiction. Borrower acknowledges and agrees that the Issuervenue provided above is the most convenient forum for both the ​ and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any suit or proceeding arising hereunder. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.action instituted under this Note.

Governing Law: Jurisdiction.Law. This Note shall be governed byconstrued and construedenforced in accordance withwith, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of New York. The IssuerDelaware, without giving effect to provisions thereof regarding conflict of laws. Each party hereto hereby irrevocably consentssubmits to the non-exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the United States federal courts and state courts located in the State of New York and County of New York in any suitsuch court, that such suit, action or proceeding based on or arising under this Note or the transactions contemplated hereby and irrevocably agrees that all claimsis brought in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum toor that the maintenancevenue of such suit, action or proceeding is improper, provided, however, nothing contained herein shall limit the Holder’s ability to bring suit or proceedingenforce this Note in such forum. The Issuer further agrees thatany other jurisdiction. Each party hereto hereby irrevocably waives personal service of process uponand consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the Issueraddress indicated in accordance with [Section 8] hereofthe preamble hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Issuerto limit in any suit or proceeding arising hereunder. Nothing herein shall affect theway any right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law:Law; Jurisdiction. This Note shallhas been delivered to and accepted by the ​ and will be governed by and construeddeemed to be made in the State of New York. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the State of New York. The Issuer heretoYork excluding its conflict of laws rules. ​ hereby irrevocably consents to the exclusive jurisdiction of the United Statesany state or federal courts and state courts locatedcourt in the State of New York State in a County or Judicial district where the ​ maintains a branch and County of New York inconsents that the ​ may effect any suit or proceeding based on or arising under this Note or the transactions contemplated hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Issuer further agrees that service of process uponin the Issuermanner and at ​’s address set forth above for providing notice or demand; provided that nothing contained in accordance with [Section 8] hereof shall be deemed in every respect effective servicethis Note will prevent the ​ from bringing any action, enforcing any award or judgment or exercising any rights against ​ individually, against any security or against any property of process upon​ within any other county, state or other foreign or domestic jurisdiction. ​ acknowledges and agrees that the Issuervenue provided above is the most convenient forum for both the ​ and ​. ​ waives any objection to venue and any objection based on a more convenient forum in any suit or proceeding arising hereunder. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.action instituted under this Note.

This Note shall be governed by and construed in accordance with the laws of the State of New York. The Issuer hereto irrevocablyEach of the parties consents to the jurisdiction of the United States federal courts andwhose districts encompass any part of the City of New York or the state courts located inof the State of New York and Countysitting in the City of New York in connection with any suit or proceeding based on ordispute arising under this Note or the transactions contemplatedand hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forumwaives, to the maintenancemaximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such suit or proceeding in such forum. The Issuer further agrees that service of process upon the Issuer in accordance with [Section 8] hereof shall be deemed in every respect effective service of process upon the Issuer in any suit or proceeding arising hereunder. Nothing herein shall affect the rightjurisdictions. Each of the Holder to serve process in any other manner permitted by law. The Issuerparties hereby waive all rightswaives the right to a trial by jury.jury in connection with any dispute arising under this Note.