Governing Law; Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of New York. Any legal action or proceeding with respect to this Note or any document related hereto shall 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 such courts.

Governing Law;Jurisdiction and Venue. This Note isAny dispute or claim arising to be governed by and interpretedor in accordance with the laws of the State of New York. Any legal action or proceeding with respectany way related to this Note or any document related heretothe rights and obligations of each of the parties shall be brought only in anythe state courts ofNew York or in the federal court within New Yorkcourts located in Manhattan 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 such courts.York.

Governing Law; Venue.Law: Jurisdiction. This Note is toshall be governed by and interpretedconstrued in accordance with the laws of the State of New York. Any legal actionThe 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 with respect tobased on or arising under this Note or any document related hereto shall be brought in any state or federal court within New York County, New York and, by executionthe transactions contemplated hereby and delivery of this Note, the Company hereby accepts for itself andirrevocably agrees that all claims in respect of its property, generally and unconditionally,such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the jurisdictiondefense of an inconvenient forum to the maintenance of such courts.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; Venue. This Note is toshall for all purposes be governed byby, and interpretedconstrued in accordance with the laws of the State of New York. Any legal action or proceeding with respectYork (without reference to this Note or any document related heretoconflict of laws) and the exclusive venue shall be brought in any state or federal court withinthe State and Federal courts located in State of 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 such courts.York.

Governing Law; Venue.Jurisdiction. This Note ishas been delivered to and accepted by the ​ and will be deemed to be governed by andmade 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. Any legal action or proceeding with respectYork excluding its conflict of laws rules. Borrower hereby irrevocably consents to this Note or any document related hereto shall be brought inthe exclusive jurisdiction of any state or federal court withinin New York County, New York and, by executionState in a County or Judicial district where the ​ maintains a branch and deliveryconsents that the ​ may effect any service of process in the manner and at Borrower’s address set forth above for providing notice or demand; provided that nothing contained in this Note,Note will prevent the Company hereby accepts​ from bringing any action, enforcing any award or judgment or exercising any rights against Borrower individually, against any security or against any property of Borrower within any other county, state or other foreign or domestic jurisdiction. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for itselfboth the ​ and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in respect of its property, generally and unconditionally, the jurisdiction of such courts.any action instituted under this Note.

Governing Law; Venue.Jurisdiction. This Note ishas been delivered to and accepted by the ​ and will be deemed to be governed by andmade 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. Any legal action or proceeding with respectYork excluding its conflict of laws rules. ​ hereby irrevocably consents to this Note or any document related hereto shall be brought inthe exclusive jurisdiction of any state or federal court withinin New York County, New York and, by executionState in a County or Judicial district where the ​ maintains a branch and deliveryconsents that the ​ may effect any service of process in the manner and at ​’s address set forth above for providing notice or demand; provided that nothing contained in this Note,Note will prevent the Company hereby accepts​ from bringing any action, enforcing any award or judgment or exercising any rights against ​ individually, against any security or against any property of ​ within any other county, state or other foreign or domestic jurisdiction. ​ acknowledges and agrees that the venue provided above is the most convenient forum for itselfboth the ​ and ​. ​ waives any objection to venue and any objection based on a more convenient forum in respect of its property, generally and unconditionally, the jurisdiction of such courts.any action instituted under this Note.

Governing Law; Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of New York. Any legal action or proceeding with respect to this Note or any document related hereto shall 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 such courts.THIS NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.

Governing Law; Venue. This Note is toshall be construed and enforced in accordance with, and the rights of ​ and the holder of this Note shall be governed by and interpreted in accordance withby, the lawslaw of the State of New York. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in any state or federal court within New York County, New York and, by execution and deliveryYork, excluding choice-of-law principles of this Note, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdictionlaw of such courts.State that would permit the application of the laws of a jurisdiction other than such State.

Governing Law; Venue. This Note is toshall be construed and enforced in accordance with, and the rights of the ​ and the holder of this Note shall be governed by and interpreted in accordance withby, the lawslaw of the State of New York. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in any state or federal court within New York County, New York and, by execution and deliveryexcluding choice-of-law principles of this Note, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdictionlaw of such courts.State that would permit the application of the laws of a jurisdiction other than such State.

Governing Law; Venue.Law. This Note is towill be governed by and interpretedconstrued in accordance with the laws of the Statestate of New York. Any legal actionYork without regard to any conflicts of laws or proceeding with respect to this Note orprovisions thereof that would otherwise require the application of the law of any document related hereto shall 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 such courts.other jurisdiction.