Governing Law and Venue. The Restricted Stock grant and the provisions of this Agreement and the validity, interpretation, construction and performance of same shall be governed by, 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 agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest 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 is improper or that such proceedings have been brought in an inconvenient forum.

Governing Law and Venue. The grant of Restricted Stock grant and the provisions of this Agreement and the validity, interpretation, constructionconstruction, and performance of same shall be governed by, and subject to, the laws of the State of Delaware, without regard to its conflict of law provisions. Any and all disputes relating to, concerningconcerning, or arising from this Agreement, or relating to, concerningconcerning, 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 agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest 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 is improper or that such proceedings have been brought in an inconvenient forum.

Governing LawLaw; Jurisdiction. The interpretation, performance and Venue. The Restricted Stock grant and the provisionsenforcement of this Agreement and the validity, interpretation, construction and performance of same shall be governed by, and subject to,by the laws of the State of Delaware,Delaware and the United States, as applicable, without regardreference to itsthe conflict of law provisions.laws provisions thereof. Any and all disputes relating to, concerninginvolving this Agreement or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by therelated Restricted Stock or this Agreement, shallUnit Award will be broughtheard and heard exclusively in the U.S. District Court for the District of Delaware ordetermined before the Delaware Superior Court, New Castle County. EachCourt 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 parties hereby represents and agrees thatforegoing courts with respect to such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courtsdisputes, in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest 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 is improper or that such proceedings have been brought in an inconvenient forum.each case, as permitted.

Choice of Law; Jurisdiction; Venue. TheThis Restricted Stock grant and the provisions of this Agreement and the validity, interpretation, construction and performance of sameAward shall be governed by,by and subject to,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 New York or 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. Eacheach of the partiesParticipant, the Company, and any transferees who hold Shares pursuant to a Transfer, hereby represents and agrees that such party is subjectsubmits to the personal jurisdiction of said courts; hereby irrevocably consents to theexclusive jurisdiction of such courts infor the purpose of any legalsuch suit, action, proceeding, or equitable proceedings related to, concerning or arising from such dispute,judgment. Each of the Participant, the Company, and waives,any transferees who hold Shares pursuant to the fullest extent permitted by law,a Transfer hereby irrevocably waives # any objectionobjections which such partyit may now or hereafter have thatto the laying of the venue of any legalsuit, action, or equitable proceedings related to, concerningproceeding arising out of or arising from such dispute which isrelating 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 courts is impropersuit, action, or thatproceeding brought in any such proceedings havecourt has been brought in anany inconvenient forum.forum and # any right to a jury trial.

Governing Law and Venue. The Restricted Stock Unit grant and the provisions of this Agreement and the validity, interpretation, construction and performance of same shall beare governed by, and subject to, the laws of the State of Delaware,New York, without regard to itsthe 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 exclusivelyprovisions, as provided 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 agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest 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 is improper or that such proceedings have been brought in an inconvenient forum.Plan.

This Award Agreement and Venue. Therelated Restricted Stock grant and the provisions of this Agreement and the validity, interpretation, construction and performance of same shall beUnit Award are governed by, and subject to, the laws of the State of Delaware, without regardreference to itsprinciples of conflict of law provisions.laws, as provided in the Plan. Any and all disputes relating to, concerninginvolving this Award Agreement or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by therelated Restricted Stock or this Agreement, shallUnit Award will be broughtheard and heard exclusively in the U.S. District Court for the District of Delaware ordetermined before the Delaware Superior Court, New Castle County. EachCourt of Chancery or if not maintainable therein, then before an appropriate federal or state court located in Delaware, and you and ​ each agree to submit yourself and your respective property to the non-exclusive jurisdiction of the parties hereby represents and agrees thatforegoing courts with respect to such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courtsdisputes, in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest 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 is improper or that such proceedings have been brought in an inconvenient forum.each case, as permitted.