Governing Law; Choice of Forum. This Agreement shall be governed by and interpreted in accordance with Delaware law, without regard to its conflicts of law principles, and the parties hereby submit to the jurisdiction of the courts and tribunals of Delaware.

Governing Law; Choice of Forum.Law. This Agreement shall be governed byby, and interpretedconstrued and enforced in accordance with Delaware law, without regard to its conflicts of law principles, andwith, the parties hereby submit to the jurisdictionlaws of the courtsState of Delaware, without giving effect to principles and tribunalsprovisions thereof relating to conflict or choice of Delaware.laws.

Governing Law; Choice of Forum.Law. This Agreement shall be governed byby, and interpretedconstrued under and in accordance withwith, the laws of the state of Delaware law, without regardgiving effect to its conflictsany choice or conflict of law principles, andprovision or rule (whether the parties hereby submit tostate of Delaware or any other jurisdiction) that would cause the jurisdictionapplication of the courts and tribunalslaws of any jurisdiction other than the state of Delaware.

Governing Law; Choice of Forum.Law and Venue: This Agreement shall be governed by and interpretedconstrued in accordance withwith, and all disputes hereunder shall be controlled by, the laws of the State of Delaware law, without regard to conflicts-of-law principles and without regard to the identity of its conflictsdrafter(s). Any controversy or claim arising out of law principles,or relating to this Agreement, or a breach thereof, must and may only be brought in State of Delaware, and the parties hereby submit to the mandatory exclusive jurisdiction and venue of the courts and tribunalsCourts of the State of Delaware.

Governing Law; Choice of Forum.Venue. This Agreement shall be governed byconstrued, enforced, and interpreted in accordance with Delaware law,pursuant to the laws of the State of Delaware, without regard to its conflictschoice of law principles,rules, as applied to contracts made and theto be performed entirely in Delaware. The parties agree that any proceeding brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby irrevocably submit to the exclusive jurisdiction and venue of, any state or federal court located in the State of Delaware in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agree that all claims in respect of the courtsproceeding shall be heard and tribunals of Delaware.determined only in any such court and agree not

Governing Law; Choice of Forum.Venue. This Agreement shallwill be governed bygoverned, construed and interpretedenforced in accordance with the laws of the State of Delaware law,and the United States, as applicable, without regardgiving effect to its conflictsconflict of law principles,rules or principles thereof. Any action 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 Company only in a federal or state court located in Delaware, and you and the parties herebyCompany each agree to submit yourself and your respective property to the exclusive jurisdiction of the foregoing courts and tribunals of Delaware.with respect to such disputes.

Governing Law; Choice of Forum.Law. This Agreement shall be governed byby, and interpretedconstrued in accordance with Delaware law,with, the laws of the State of Delaware, without regard to its conflicts of law principles, and the parties hereby submit to the jurisdiction of the courts and tribunals of Delaware.principles thereof.

Governing Law; Choice of Forum.Venue. This Agreement shallwill be governed bygoverned, construed and interpretedenforced in accordance with the laws of the State of Delaware law,and the United States, as applicable, without regardgiving effect to its conflictsconflict of law principles,rules or principles thereof. Any action 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 Company 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 parties herebyCompany each agree to submit yourself and your respective property to the exclusive jurisdiction of the foregoing courts and tribunals of Delaware.with respect to such disputes.

Governing Law; Choice of Forum.Law. This Agreement shall be governed by and interpretedconstrued in accordance with Delaware law,the laws of the State of Delaware, without regard to its conflictsthe conflict of law principles, and the parties hereby submit to the jurisdiction of the courts and tribunals of Delaware.laws provisions thereof.

Governing Law; Choice of Forum. This Agreement shall be governed by and interpreted in accordance with DelawareNew York law, without regard to its conflicts of law principles, and the parties hereby submit to the jurisdiction of the courts and tribunals of Delaware.New York.