Common use of Choice of Law; Jurisdiction; Venue Clause in Contracts

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). 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, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) Maryland applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above)Maryland, without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement)thereof. 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 DelawareMaryland, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee a valid Assignment, hereby submits to the exclusive jurisdiction of such courts court for the purpose of any such suit, action, proceeding, or judgment. Each of the ParticipantEACH OF THE PARTICIPANT, the CompanyTHE COMPANY, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives AND ANY TRANSFEREES WHO HOLD SHARES PURSUANT TO A VALID ASSIGNMENT HEREBY IRREVOCABLY WAIVES (aA) any objections which it may now or hereafter have to the laying of the venue of any suitANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, actionACTION, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New YorkOR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE MARYLAND, (bB) any claim that any such suitANY CLAIM THAT ANY SUCH SUIT, actionACTION, or proceeding brought in any such court has been brought in any inconvenient forum and OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (cC) any right to a jury trialANY RIGHT TO A JURY TRIAL.

Choice of Law; Jurisdiction; Venue. This The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Section 1 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of their scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other state within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants. Notwithstanding the foregoing provisions of this Section 3(c), the Company in its sole discretion may bring any enforcement action hereunder in the jurisdiction where the alleged breach hereunder has occurred, in California, in Colorado or in the jurisdiction where the Company conducts business and Owner hereby consents (to both personal jurisdiction and venue) to such action, if any, being brought in such jurisdictions and venues. Further notwithstanding anything contained in this Agreement shall be governed by to the contrary, the parties agree the Company or the Parent Company, or both, may, in their sole discretion, file an application with the American Arbitration Association ("AAA") pursuant to and construed in accordance with the internal laws Optional Rules for Emergency Measures of Protection adopted by the State AAA, as the same may be modified or supplemented from time to time (the "Emergency AAA Rules"), to seek an interim award of Delaware emergency relief to enjoin Owner from engaging in any activity in violation of this Agreement. Any such interim arbitration shall be subject to and conducted in strict accordance with the Emergency AAA Rules. Nothing in this Section 3(c) shall (or, if i) be construed to require the Company or its successor hereunder ceases Parent Company to be organized seek any form or relief by initiating any such emergency action with the AAA, or (ii) reduce or impair the Company's right to bring an action at law or equity under this Agreement in Delawarea court of competent jurisdiction located in California, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (Colorado or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Parent Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). 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, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trialconducts business.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by by, enforced, and shall be construed in accordance with the internal laws Laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). 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 without regard to any conflicts of law provision that would result in the application of the Laws of any State other than the State of DelawareNew York and excluding the United Nations Convention on Contracts for the International Sale of Goods; provided however that with respect to matters involving the enforcement of intellectual property rights, and each the Laws of the Participant, the Company, applicable country shall apply. Each Party hereby irrevocably and any transferees who hold Shares pursuant unconditionally (a) consents to an Exempt Employee Assignment, hereby submits submit to the non-exclusive jurisdiction of such the state and federal courts located in New York, New York, for the purpose of any such suit, action, proceeding, Actions or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding Proceeding arising out of or relating to this Agreement brought in and the transactions contemplated hereby and (b) waives any court objection to the laying of competent jurisdiction venue of any Action or Proceeding arising out of this Agreement or the transactions contemplated hereby in the State of Delaware or the State state and federal courts of New York, (b) New York, and agrees not to plead or claim in any claim such court that any such suit, action, Action or proceeding Proceeding brought in any such court has been brought in an inconvenient forum. In addition, during the pendency of any inconvenient forum dispute under this Agreement initiated before the end of any applicable cure period, (i) this Agreement will remain in full force and effect, (ii) the provisions of this Agreement relating to termination will not be effective, (iii) the time periods for cure as to any termination notice given prior to the initiation of the court proceeding will be tolled, and (civ) any right neither Party will issue a notice of termination pursuant to this Agreement based on the subject matter of the court proceeding (and no effect will be given to previously issued termination notices), until the court has confirmed the existence of the facts claimed by a jury trialParty to be the basis for the asserted material breach.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement)thereof. 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 DelawareDelaware (or such other jurisdiction described above), and each of the Participant, Participant and the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, Company hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, Participant and the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment Company hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New YorkYork (or such other jurisdiction described above), (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

Choice of Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this letter agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Company or its successor hereunder ceases Delaware Court of Chancery declines to be organized in Delawareaccept jurisdiction over a particular matter, then the internal laws of the any state or other jurisdiction of incorporation) applicable to contracts made and performed wholly federal court within the State of Delaware (Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or such other jurisdiction described above)proceeding for itself and in respect of its property, without giving effect generally and unconditionally, to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law personal jurisdiction of the state where Participant is principally employed by the Company aforesaid courts and agrees that it will not bring any action relating to this letter agreement or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law any of the state that governs such an employment agreement)transactions contemplated by this letter agreement in any court other than the aforesaid courts. Any suitEach of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (or any provision incorporated by reference)letter agreement, 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, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which claim that it may now or hereafter have is not personally subject to the laying jurisdiction of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New Yorkabove named courts, (b) any claim that any such suit, action, it or proceeding brought in its property is exempt or immune from jurisdiction of any such court has been brought or from any legal process commenced in any inconvenient forum such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any right claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this letter agreement, or the subject matter hereof, may not be enforced in or by such courts. If the foregoing correctly reflects the understanding and agreement among us, please execute a copy of this letter in the space provided below and return it to a jury trialthe undersigned. [Signature page follows.] Very truly yours, ENERGY TRANSFER EQUITY, L.P. By: LE GP, LLC, its general partner By: /s/ Xxxx X. XxXxxxxxxx Name: Xxxx X. XxXxxxxxxx Title: President and Chief Financial Officer ACCEPTED AND AGREED: ENERGY TRANSFER PARTNERS, L.P. By: Energy Transfer Partners GP, L.P., its general partner By: Energy Transfer Partners, L.L.C., its general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President, General Counsel and Secretary

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by by, enforced, and shall be construed in accordance with the internal laws Laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). 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 without regard to any conflicts of law provision that would result in the application of the Laws of any State other than the State of DelawareNew York and excluding the United Nations Convention on Contracts for the International Sales of Goods; provided however that with respect to matters involving the enforcement, and each validity or scope of intellectual property rights, the Laws of the Participant, the Company, applicable country shall apply. Each Party hereby irrevocably and any transferees who hold Shares pursuant unconditionally (a) consents to an Exempt Employee Assignment, hereby submits submit to the non-exclusive jurisdiction of such the state and federal courts located in New York, New York, for the purpose of any such suitactions, action, proceeding, suits or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding proceedings arising out of or relating to this Agreement brought in and the transactions contemplated hereby and (b) waives any court objection to the laying of competent jurisdiction venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the State of Delaware or the State state and federal courts of New York, (b) New York, and agrees not to plead or claim in any claim such court that any such suit, action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In addition, during the pendency of any inconvenient forum dispute under this Agreement initiated before the end of any applicable cure period, (i) this Agreement will remain in full force and effect, (ii) the provisions of this Agreement relating to termination will not be effective, (iii) the time periods for cure as to any termination notice given prior to the initiation of the court proceeding will be tolled, and (civ) any right neither of the Parties will issue a notice of termination pursuant to this Agreement based on the subject matter of the court proceeding (and no effect will be given to previously issued termination notices), until the court has confirmed the existence of the facts claimed by a jury trialParty to be the basis for the asserted Material Breach.

Choice of Law; Jurisdiction; Venue. Waiver of Immunity/Trial by Jury This Agreement and any transaction relating thereto shall be governed by and construed in accordance with the internal laws of the State of Delaware (orNew York, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws United States of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement)America. Any suit, In any 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, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to these Terms and Conditions (each an “Action”), each of the parties hereby irrevocably submits to the non-exclusive jurisdiction of any Federal or State court sitting in New York, New York and further agrees that any Action may be heard and determined in such New York Federal or State court. Each Party hereby irrevocably waives the defense of an inconvenient forum to the maintenance of any Action in New York, New York. To the fullest extent permitted by applicable law, Subscriber expressly and irrevocably waives, and agrees not to assert, a defense of immunity on the grounds of sovereign immunity or other similar grounds in any Action or proceeding which may be commenced or asserted by MSTS against Subscriber or Subscriber’s revenues and/or assets, whether in whole or in part or otherwise, which status would otherwise entitle Subscriber to assert such a defense in any claim against it from: (a) suit; (b) jurisdiction of any court; (c) relief by way of injunction, order for specific performance or for recovery of property; (d) attachment of Subscriber’s revenues and/or assets (whether before or after judgment); and (e) execution or enforcement of any judgment to which Subscriber or Subscriber’s revenues and/or assets might otherwise be subject in any proceedings in the courts of any jurisdiction. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF THIS AGREEMENT. No action shall be brought against MSTS by Subscriber arising out of any transactions charged to any Account, as applicable, in accordance with this Agreement brought in any court more than two (2) years from the date therefrom or, if less, such period of competent jurisdiction in time set forth by the State laws of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by by, enforced, and shall be construed in accordance with the internal laws Laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). 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 without regard to any conflicts of law provision that would result in the application of the Laws of any State other than the State of DelawareNew York and excluding the United Nations Convention on Contracts for the International Sales of Goods; provided however that with respect to matters [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. involving the enforcement, and each validity or scope of intellectual property rights, the Laws of the Participant, the Company, applicable country shall apply. Each Party hereby irrevocably and any transferees who hold Shares pursuant unconditionally (a) consents to an Exempt Employee Assignment, hereby submits submit to the non-exclusive jurisdiction of such the state and federal courts located in New York, New York, for the purpose of any such suitactions, action, proceeding, suits or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding proceedings arising out of or relating to this Agreement brought in and the transactions contemplated hereby and (b) waives any court objection to the laying of competent jurisdiction venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the State of Delaware or the State state and federal courts of New York, (b) New York, and agrees not to plead or claim in any claim such court that any such suit, action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In addition, during the pendency of any inconvenient forum dispute under this Agreement initiated before the end of any applicable cure period, (i) this Agreement will remain in full force and effect, (ii) the provisions of this Agreement relating to termination will not be effective, (iii) the time periods for cure as to any termination notice given prior to the initiation of the court proceeding will be tolled, and (civ) any right neither of the Parties will issue a notice of termination pursuant to this Agreement based on the subject matter of the court proceeding (and no effect will be given to previously issued termination notices), until the court has confirmed the existence of the facts claimed by a jury trialParty to be the basis for the asserted material breach.

Choice of Law; Jurisdiction; Venue. This Agreement Grant shall be governed by and construed in accordance with the internal laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect regard to the conflict conflicts of laws provisions thereof (except that the provisions of Section 1 of Appendix A shall be governed by the law of the state where Participant Grantee is principally employed by the Company or its subsidiaries or, if the Participant Grantee and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). Any suit, action or proceeding with respect to this Agreement Grant (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, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement Grant (or any provision incorporated by reference) brought in any court of competent jurisdiction in the State state of Delaware or the State of New YorkDelaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

Choice of Law; Jurisdiction; Venue. This Agreement Grant shall be governed by and construed in accordance with the internal laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect regard to the conflict conflicts of laws provisions thereof (except that the provisions of Section 1 of Appendix A shall be governed by the law of the state where Participant Grantee is principally employed by the Company or its subsidiaries or, if the Participant Grantee and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an a employment agreement). Any suit, action or proceeding with respect to this Agreement Grant (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, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement Grant (or any provision incorporated by reference) brought in any court of competent jurisdiction in the State of Delaware or the State of New YorkDelaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

Choice of Law; Jurisdiction; Venue. This THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, IRRESPECTIVE OF THE CHOICE OF LAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES. Except as otherwise provided herein, the sole jurisdiction, venue and dispute resolution procedure for all disputes, controversies or claims (whether in contract, tort or otherwise) arising out of, relating to or otherwise by virtue of, this Agreement, breach of this Agreement or the transactions contemplated by this Agreement shall be governed by and construed in accordance with the internal laws United States District Court for the Southern District of the State of Delaware (orNew York, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). Any suit, action or proceeding with respect parties 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, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits consent to the exclusive jurisdiction of such courts for court and waive any objection to the purpose venue of any such suit, action, proceeding, or judgment. Each of the Participantparties agrees that process may be served upon it in the manner specified in Section 7.5 and irrevocably waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction, or to such manner of service of process. WAIVER OF JURY TRIAL. EXCEPT AS LIMITED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. The Parties hereby acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that the parties would not have any adequate remedy at law. Accordingly, the CompanyParties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any and all other rights and remedies at law or in equity, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any all such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum rights and (c) any right to a jury trialremedies shall be cumulative.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by by, enforced, and shall be construed in accordance with the internal laws Laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). 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 without regard to any conflicts of law provision that would result in the application of the Laws of any State other than the State of DelawareNew York and excluding the United Nations Convention on Contracts for the International Sales of Goods; provided however that with respect to matters involving the enforcement, and each validity or scope of intellectual property rights, the Laws of the Participant, the Company, applicable country shall apply. Each Party hereby irrevocably and any transferees who hold Shares pursuant unconditionally (a) consents to an Exempt Employee Assignment, hereby submits submit to the non-exclusive jurisdiction of such the state and federal courts located in New York, New York, for the purpose of any such suitactions, action, proceeding, suits or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding proceedings arising out of or relating to this Agreement brought in and the transactions contemplated hereby and (b) waives any court objection to the laying of competent jurisdiction venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the State of Delaware or the State state and federal courts of New York, (b) New York, and agrees not to plead or claim in any claim such court that any such suit, action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In addition, during the pendency of any inconvenient forum dispute under this Agreement initiated before the end of any applicable cure period, (i) this Agreement will remain in full force and effect, (ii) the provisions of this Agreement relating to termination will not be effective, (iii) the time periods for cure as to any termination notice given prior to the initiation of the court proceeding will be tolled, and (civ) any right neither of the Parties will issue a notice of termination pursuant to this Agreement based on the subject matter of the court proceeding (and no effect will be given to previously issued termination notices), until the court has confirmed the existence of the facts claimed by a jury trialParty to be the basis for the asserted material breach. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.