Common use of Governing Law; Venue; Waiver of Trial by Jury Clause in Contracts

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder shall be governed byNOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, interpretedTHE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. (iii) WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY MAY BE INSTITUTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF SUCH COURT DECLINES JURISDICTION, THEN TO ANY COURT IN THE STATE OF DELAWARE OR THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT NOT PROHIBITED PERMITTED BY APPLICABLE LAW, EACH ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO BY THIS AGREEMENT. (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement and the rights of the Parties parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (iib) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas Texas, or if such court does not have jurisdiction or shall not accept jurisdiction, in Midland Countyany court of general jurisdiction in the State of Texas. In accordance with the foregoing, each Party agrees that the courts of Midland County will be All parties hereby irrevocably consent to the exclusive venue for jurisdiction by any dispute or matter arising under or relating such court with respect to this Agreement, which any such jurisdiction, forumproceeding and hereby irrevocably waive, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raiseassert, and hereby waiveby way of motion, as a defense, counterclaim or otherwise (i) any objection claim that it is not personally subject to or defense based upon the jurisdiction of the above-named courts for any reason other than by failure to lawfully serve process, (ii) that it or venue its property is exempt or immune from the jurisdiction of any such court or forum non conveniens. from any legal process commenced in such courts, and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWto the fullest extent permitted by applicable law, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT that (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (ivx) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreementis brought in an inconvenient forum, (y) the prevailing party in venue of such action or proceeding is improper and (z) this Agreement or the subject matter thereof may not be enforced in or by such courts. (c) To the extent not prohibited by applicable law, each party to this Agreement hereby waives, and covenants that it shall not assert (whether as plaintiff, defendant or otherwise), its respective right to a jury trial of any permitted claim or cause of action arising out of this Agreement, any of the transactions contemplated hereby, or any dealings between any of the parties hereto relating to the subject matter of this Agreement or any of the transactions contemplated hereby. The scope of this waiver and covenant is intended to be entitled all encompassing of any and all disputes that may be filed in any court and that relate to recover from the subject matter of this Agreement or any of the transactions contemplated hereby, including, contract claims, tort claims and all other party all reasonable common law and necessary attorneys’ fees incurred in connection with such action statutory claims. This waiver and covenant is irrevocable and shall apply to any subsequent amendments, supplements or proceedingother modifications to this Agreement.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement and the rights of the Parties parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (iib) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas Texas, or if such court does not have jurisdiction or shall not accept jurisdiction, in Midland Countyany court of general jurisdiction in the State of Texas. In accordance with the foregoing, each Party agrees that the courts of Midland County will be All parties hereby irrevocably consent to the exclusive venue jurisdiction by any such court with respect to any such proceeding and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any dispute reason other than by failure to lawfully serve process, (ii) that it or matter arising under its property is exempt or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising immune from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. from any legal process commenced in such courts, and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWto the fullest extent permitted by applicable law, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT that (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (ivx) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreementis brought in an inconvenient forum, (y) the prevailing party in venue of such action or proceeding is improper and (z) this Agreement or the subject matter thereof may not be enforced in or by such courts. (c) To the extent not prohibited by applicable law, each party to this Agreement hereby waives, and covenants that it shall not assert (whether as plaintiff, defendant or otherwise), its respective right to a jury trial of any permitted claim or cause of action arising out of this Agreement, any of the transactions contemplated hereby, or any dealings between any of the parties hereto relating to the subject matter of this Agreement or any of the transactions contemplated hereby. The scope of this waiver and covenant is intended to be entitled all encompassing of any and all disputes that may be filed in any court and that relate to recover from the subject matter of this Agreement or any of the transactions contemplated hereby, including, contract claims, tort claims and all other party all reasonable common law and necessary attorneys’ fees incurred in connection with such action statutory claims. This waiver and covenant is irrevocable and shall apply to any subsequent amendments, supplements or proceedingother modifications to this Agreement.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement agreement and the rights of the Parties parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (iib) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement agreement may only be brought in the state or federal courts of the State of Texas Texas, or if such court does not have jurisdiction or shall not accept jurisdiction, in Midland Countyany court of general jurisdiction in the State of Texas. In accordance with the foregoing, each Party agrees that the courts of Midland County will be All parties hereby irrevocably consent to the exclusive venue jurisdiction by any such court with respect to any such proceeding and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any dispute reason other than by failure to lawfully serve process, (ii) that it or matter arising under its property is exempt or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising immune from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. from any legal process commenced in such courts, and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWto the fullest extent permitted by applicable law, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT that (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (ivx) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreementis brought in an inconvenient forum, (y) the prevailing party in venue of such action or proceeding is improper and (z) this agreement or the subject matter thereof may not be enforced in or by such courts. (c) To the extent not prohibited by applicable law, each party to this agreement hereby waives, and covenants that it shall not assert (whether as plaintiff, defendant or otherwise), its respective right to a jury trial of any permitted claim or cause of action arising out of this agreement, any of the transactions contemplated hereby, or any dealings between any of the parties hereto relating to the subject matter of this agreement or any of the transactions contemplated hereby. The scope of this waiver and covenant is intended to be entitled all encompassing of any and all disputes that may be filed in any court and that relate to recover from the subject matter of this agreement or any of the transactions contemplated hereby, including, contract claims, tort claims and all other party all reasonable common law and necessary attorneys’ fees incurred in connection with such action statutory claims. This waiver and covenant is irrevocable and shall apply to any subsequent amendments, supplements or proceedingother modifications to this agreement.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement and the rights of the Parties parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas Oklahoma without giving effect to any choice of law or conflicts of law rules or provisions thereof. (iib) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas Oklahoma, or if such court does not have jurisdiction or shall not accept jurisdiction, in Midland Countyany court of general jurisdiction in the State of Oklahoma. In accordance with the foregoing, each Party agrees that the courts of Midland County will be All parties hereby irrevocably consent to the exclusive venue jurisdiction by any such court with respect to any such proceeding and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any dispute reason other than by failure to lawfully serve process, (ii) that it or matter arising under its property is exempt or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising immune from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. from any legal process commenced in such courts, and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWto the fullest extent permitted by applicable law, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT that (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (ivx) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreementis brought in an inconvenient forum, (y) the prevailing party in venue of such action or proceeding is improper and (z) this Agreement or the subject matter thereof may not be enforced in or by such courts. (c) To the extent not prohibited by applicable law, each party to this Agreement hereby waives, and covenants that it shall not assert (whether as plaintiff, defendant or otherwise), its respective right to a jury trial of any permitted claim or cause of action arising out of this Agreement, any of the transactions contemplated hereby, or any dealings between any of the parties hereto relating to the subject matter of this Agreement or any of the transactions contemplated hereby. The scope of this waiver and covenant is intended to be entitled all encompassing of any and all disputes that may be filed in any court and that relate to recover from the subject matter of this Agreement or any of the transactions contemplated hereby, including, contract claims, tort claims and all other party all reasonable common law and necessary attorneys’ fees incurred in connection with such action statutory claims. This waiver and covenant is irrevocable and shall apply to any subsequent amendments, supplements or proceedingother modifications to this Agreement.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement shall be deemed to be made in the State of New York, and the rights validity, interpretation, construction and performance of the Parties hereunder this Agreement in all respects shall be governed by, interpreted, and enforced in accordance with by the internal laws of the State of Texas New York without giving effect regard to any choice its principles of law or conflicts of law rules law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision. The Employee acknowledges and agrees that the Employee was represented by counsel and has expressly agreed to the provisions thereofin this Agreement, including without limitation this Section 12. (iib) This Agreement was negotiatedThe Employee and the Company each hereby irrevocably submits to the exclusive jurisdiction of the federal courts located in the City and County of Denver, madeColorado (or, executedif subject matter jurisdiction in that court is not available, in any state court located within the City and will be performed (in whole County of Denver, Colorado) over any dispute arising out of or in part) in Midland Countyrelating to this Agreement. The parties undertake not to commence any suit, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under out of or relating to this Agreement in a forum other than a forum described in this Section 12(b); provided, however, that nothing herein shall preclude a party from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 12(b) or enforcing any judgment obtained by the Company. The agreement of the parties to the forum described in this Section 12 is independent of the law that may only be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 12(b), and the state parties agree that they shall not attempt to deny or federal courts defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 12 shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of the State any suit, action or proceeding arising out of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement. Each party hereto (i) certifies that no representative, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to agent or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue attorney of any other party has represented, expressly or otherwise, that such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWparty would not, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In in the event of any action action, suit or proceeding involving proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 12. Each party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute or matter arising under out of or relating to this AgreementAgreement (except to the extent that a court orders one of the parties to pay the fees, the prevailing party in such action or proceeding shall be entitled to recover from costs and expenses of the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceedingparty).

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder Lease shall be governed by, interpreted, construed and enforced in accordance with the internal laws of the State of Texas without giving effect California. Each party hereby irrevocably consents to the jurisdiction and venue of any state or federal court located in the County in which the Premises is located, with regard to any choice of law legal or conflicts of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party irrevocably agrees that any equitable action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas in Midland CountyLease. In accordance with the foregoingIN ANY ACTION OR PROCEEDING ARISING HEREFROM, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this AgreementLANDLORD AND TENANT (ON BEHALF OF ITSELF AND ITS RESPECTIVE SUCCESSORS, which such jurisdictionASSIGNS AND SUBTENANTS) HEREBY CONSENT (EACH AFTER CONSULTATION WITH COUNSEL) TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, forum(II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW AT THE ADDRESS FOR NOTICE TO SUCH PARTY UNDER IN THIS LEASE, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. AND (iiiIII) TO THE EXTENT NOT PROHIBITED PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVESIN THE INTEREST OF SAVING TIME AND EXPENSE, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO TRIAL WITHOUT A JURY TRIAL OF IN ANY PERMITTED CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO RELATING TO AGAINST THE SUBJECT OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING BASE RENT OR ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY AND ALL DISPUTES THAT MAY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE FILED MANDATORY) IN ANY COURT AND THAT RELATE SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENTAN INDEPENDENT ACTION AT LAW. (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. . (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement and the rights of the Parties hereunder shall be governed by, interpreted, by and enforced construed in accordance with the internal laws of the State of Texas New York applicable to contracts executed and to be performed in New York State without giving effect regard to any choice of law or its conflicts of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, laws principles that would require the application of the laws of another jurisdiction. The Parties acknowledge and will be performed (in whole or in part) in Midland County, Texas. Each Party irrevocably agrees agree that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in and the state or federal courts of the State of Texas in Midland Countytransactions contemplated hereby constitute a commercial transaction. In accordance with the foregoing, each Party agrees The Parties irrevocably acknowledge and accept that the courts of Midland County will be the exclusive venue for any dispute or matter all actions arising under or relating to this Agreement, which and the transactions contemplated hereby shall be brought exclusively in a United States District Court or New York State Court located in Albany, New York having subject matter jurisdiction over such jurisdiction, forummatters, and venue each Party expressly acknowledges of the Parties hereby consents to and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreementaccepts such personal jurisdiction of, and the Parties agree not to raise, and hereby waive, waives any objection as to or defense based upon the jurisdiction or laying of venue in, such courts for purposes of any such court or forum non conveniensaction. (iiib) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO THE SUBJECT MATTER OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE SCOPE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THIS THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND COVENANT IS INTENDED (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF ENTER INTO THIS AGREEMENT OR ANY OF AND THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS, INCLUDINGAS APPLICABLE, CONTRACT CLAIMSBY, TORT CLAIMS AMONG OTHER THINGS, THE MUTUAL WAIVERS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. CERTIFICATIONS IN THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENTSECTION 17.01(b). (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder shall be governed by, interpreted, by and enforced construed in accordance with the internal laws of the State of Texas New York, without giving effect regard to any choice principles of law or conflicts conflict of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texaslaws. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In the event of litigation arising hereunder, the parties agree that the venue for such litigation shall be the state and federal courts in New York, New York having jurisdiction over the parties and the dispute. The parties irrevocably waive any objection, which any of them may now or hereafter have to the bringing of any such action or proceeding involving in such jurisdictions, including any dispute or matter arising under or relating objection to this Agreementthe laying of venue based on the grounds of forum non-conveniens and any objection based on the grounds of lack of in-personam jurisdiction. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND SOJITZ TO ENTER INTO THIS AGREEMENT. Should it become necessary for either party hereto to enforce rights and/or obligations outlined herein, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceedingcosts associated therewith, including reasonable legal fees.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement shall be deemed to be made in the State of Colorado, and the rights validity, interpretation, construction and performance of the Parties hereunder this Agreement in all respects shall be governed by, interpreted, and enforced in accordance with by the internal laws of the State of Texas Colorado without giving effect regard to any choice its principles of law or conflicts of law rules law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision. The Employee acknowledges and agrees that the Employee was represented by counsel and has expressly agreed to the provisions thereofin this Agreement, including without limitation this Section 12. (iib) This Agreement was negotiatedThe Employee and the Company each hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in the City and County of Denver, madeColorado (or, executedif subject matter jurisdiction in that court is not available, in any state court located within the City and will be performed (in whole County of Denver, Colorado) over any dispute arising out of or in part) in Midland Countyrelating to this Agreement. The parties undertake not to commence any suit, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under out of or relating to this Agreement in a forum other than a forum described in this Section 12(b); provided, however, that nothing herein shall preclude a party from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 12(b) or enforcing any judgment obtained by the Company. The agreement of the parties to the forum described in this Section 12 is independent of the law that may only be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 12(b), and the state parties agree that they shall not attempt to deny or federal courts defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 12 shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of the State any suit, action or proceeding arising out of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement. Each party hereto (i) certifies that no representative, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to agent or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue attorney of any other party has represented, expressly or otherwise, that such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWparty would not, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In in the event of any action action, suit or proceeding involving proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 12. Each party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute or matter arising under out of or relating to this AgreementAgreement (except to the extent that a court orders one of the parties to pay the fees, the prevailing party in such action or proceeding shall be entitled to recover from costs and expenses of the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceedingparty).

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement shall be deemed to be made in the State of New York, and the rights validity, interpretation, construction and performance of the Parties hereunder this Agreement in all respects shall be governed by, interpreted, and enforced in accordance with by the internal laws of the State of Texas New York without giving effect regard to any choice its principles of law or conflicts of law rules law. No provision of this Agreement or provisions thereof. (ii) This Agreement was negotiated, made, executed, and any related document will be performed (in whole construed against or in part) in Midland County, Texasinterpreted to the disadvantage of any Party hereto by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or drafted such provision. Each Party irrevocably The Executive acknowledges and agrees that Executive was represented by counsel and has expressly agreed to the provisions in this Agreement, including without limitation this Section 9. Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if subject matter jurisdiction in that court is not available, in any state court located within the Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the Parties undertake not to commence any suit, action or proceeding involving any dispute or matter arising under out of or relating to this Agreement in a forum other than a forum described in this Section 9F; provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 9F or enforcing any judgment obtained by the Company. The agreement of the Parties to the forum described in this Section 9 is independent of the law that may only be applied in any suit, action, or proceeding and the Parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The Parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 9F, and the state Parties agree that they shall not attempt to deny or federal courts defeat such personal jurisdiction by motion or other request for leave from any such court. The Parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 9F shall be conclusive and binding upon the Parties and may be enforced in any other jurisdiction. The Parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the State mailing of Texas copies of such process to such Party at such Party’s address specified in Midland County. In accordance with Section 9A. Each Party hereto hereby waives, to the foregoingfullest extent permitted by applicable law, each Party agrees that the courts any right it may have to a trial by jury in respect of Midland County will be the exclusive venue for any dispute suit, action or matter proceeding arising under out of or relating to this Agreement. Each Party hereto (i) certifies that no representative, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to agent or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue attorney of any other Party has represented, expressly or otherwise, that such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWParty would not, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In in the event of any action action, suit or proceeding involving proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other Party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 9F. Each Party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute or matter arising under out of or relating to this AgreementAgreement (except to the extent that a court orders one of the Parties to pay the fees, the prevailing party in such action or proceeding shall be entitled to recover from costs and expenses of the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceedingParty).

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement shall be deemed to be made in the State of New York, and the rights validity, interpretation, construction and performance of the Parties hereunder this Agreement in all respects shall be governed by, interpreted, and enforced in accordance with by the internal laws of the State of Texas New York without giving effect regard to any choice its principles of law or conflicts of law rules law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision. The Employee acknowledges and agrees that the Employee was represented by counsel and has expressly agreed to the provisions thereofin this Agreement, including without limitation this Section 12. (iib) This Agreement was negotiatedThe Employee and the Company each hereby irrevocably submits to the exclusive jurisdiction of the federal courts located in the City and County of Denver, madeColorado (or, executedif subject matter jurisdiction in that court is not available, in any state court located within the City and will be performed (in whole County of Denver, Colorado) over any dispute arising out of or in part) in Midland Countyrelating to this Agreement. The parties undertake not to commence any suit, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under out of or relating to this Agreement may only be brought in a forum other than a forum described in this Section 12(b); provided, however, that nothing herein shall preclude a party from bringing any suit, action or proceeding in any other court for the state purposes of enforcing the provisions of this Section 12(b) or federal courts enforcing any judgment obtained by the Company. The agreement of the State parties to the forum described in this Section 12 is independent of Texas the law that may be applied in Midland County. In accordance with the foregoingany suit, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute action, or matter arising under or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, proceeding and the Parties parties agree not to raise, and such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to or defense based upon the personal jurisdiction or to the laying of venue of any such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWsuit, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In the event of any action or proceeding involving brought in an applicable court described in this Section 12(b), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any dispute or matter arising under or relating such court. The parties agree that, to this Agreementthe fullest extent permitted by applicable law, the prevailing party a final and non-appealable judgment in such any suit, action or proceeding brought in any applicable court described in this Section 12 shall be entitled to recover from conclusive and binding upon the parties and may be enforced in any other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceedingjurisdiction.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement shall be deemed to be made in the State of New York, and the rights validity, interpretation, construction and performance of the Parties hereunder this Agreement in all respects shall be governed by, interpreted, and enforced in accordance with by the internal laws of the State of Texas New York without giving effect regard to any choice its principles of law or conflicts of law rules law. No provision of this Agreement or provisions thereof. (ii) This Agreement was negotiated, made, executed, and any related document will be performed construed against or interpreted to the disadvantage of any Party hereto by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or drafted such provision. Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if subject matter jurisdiction in whole that court is not available, in any state court located within the Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in part) in Midland Countythis Agreement, Texas. Each Party irrevocably agrees that the Parties undertake not to commence any suit, action or proceeding involving any dispute or matter arising under out of or relating to this Agreement in a forum other than a forum described in this Section 9F; provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 9F or enforcing any judgment obtained by the Company. The agreement of the Parties to the forum described in this Section 9 is independent of the law that may only be applied in any suit, action, or proceeding and the Parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The Parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 9F, and the state Parties agree that they shall not attempt to deny or federal courts defeat such personal jurisdiction by motion or other request for leave from any such court. The Parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 9F shall be conclusive and binding upon the Parties and may be enforced in any other jurisdiction. The Parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the State mailing of Texas copies of such process to such Party at such Party’s address specified in Midland County. In accordance with Section 9A. Each Party hereto hereby waives, to the foregoingfullest extent permitted by applicable law, each Party agrees that the courts any right it may have to a trial by jury in respect of Midland County will be the exclusive venue for any dispute suit, action or matter proceeding arising under out of or relating to this Agreement. Each Party hereto (i) certifies that no representative, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to agent or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue attorney of any other Party has represented, expressly or otherwise, that such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWParty would not, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In in the event of any action action, suit or proceeding involving proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other Party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 9F. Each Party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute or matter arising under out of or relating to this AgreementAgreement (except to the extent that a court orders one of the Parties to pay the fees, the prevailing party in such action or proceeding shall be entitled to recover from costs and expenses of the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceedingParty).

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement and the rights of the Parties parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas Oklahoma without giving effect to any choice of law or conflicts of law rules or provisions thereof. (iib) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas Texas, or if such court does not have jurisdiction or shall not accept jurisdiction, in Midland Countyany court of general jurisdiction in the State of Oklahoma. In accordance with the foregoing, each Party agrees that the courts of Midland County will be All parties hereby irrevocably consent to the exclusive venue jurisdiction by any such court with respect to any such proceeding and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any dispute reason other than by failure to lawfully serve process, (ii) that it or matter arising under its property is exempt or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising immune from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. from any legal process commenced in such courts, and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWto the fullest extent permitted by applicable law, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT that (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (ivx) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreementis brought in an inconvenient forum, (y) the prevailing party in venue of such action or proceeding is improper and (z) this Agreement or the subject matter thereof may not be enforced in or by such courts. (c) To the extent not prohibited by applicable law, each party to this Agreement hereby waives, and covenants that it shall not assert (whether as plaintiff, defendant or otherwise), its respective right to a jury trial of any permitted claim or cause of action arising out of this Agreement, any of the transactions contemplated hereby, or any dealings between any of the parties hereto relating to the subject matter of this Agreement or any of the transactions contemplated hereby. The scope of this waiver and covenant is intended to be entitled all encompassing of any and all disputes that may be filed in any court and that relate to recover from the subject matter of this Agreement or any of the transactions contemplated hereby, including, contract claims, tort claims and all other party all reasonable common law and necessary attorneys’ fees incurred in connection with such action statutory claims. This waiver and covenant is irrevocable and shall apply to any subsequent amendments, supplements or proceedingother modifications to this Agreement.

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement and the rights of the Parties parties hereunder shall will be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (iib) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas Texas, or if such court does not have jurisdiction or does not accept jurisdiction, in Midland Countyany court of general jurisdiction in the State of Texas. In accordance with the foregoing, each Party agrees that the courts of Midland County will be All parties hereby irrevocably consent to the exclusive venue for jurisdiction by any dispute or matter arising under or relating such court with respect to this Agreement, which any such jurisdiction, forumproceeding and hereby irrevocably waive, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raiseassert, and hereby waiveby way of motion, as a defense, counterclaim or otherwise (i) any objection claim that it is not personally subject to or defense based upon the jurisdiction of the above-named courts for any reason other than by failure to lawfully serve process, (ii) that it or venue its property is exempt or immune from the jurisdiction of any such court or forum non conveniens. from any legal process commenced in such courts, and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWto the fullest extent permitted by applicable law, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT that (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (ivx) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreementis brought in an inconvenient forum, (y) the prevailing party in venue of such action or proceeding shall is improper and (z) this Agreement or the subject matter thereof may not be entitled enforced in or by such courts. (c) To the extent not prohibited by applicable law, each party to recover from this Agreement hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), its respective right to a jury trial of any permitted claim or cause of action arising out of this Agreement, any of the transactions contemplated hereby, or any dealings between any of the parties hereto relating to the subject matter of this Agreement or any of the transactions contemplated hereby. The scope of this waiver and covenant is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement or any of the transactions contemplated hereby, including, contract claims, tort claims and all other party all reasonable common law and necessary attorneys’ fees incurred in connection with such action statutory claims. This waiver and covenant is irrevocable and will apply to any subsequent amendments, supplements or proceedingother modifications to this Agreement.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereof. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement may only be brought in the state or federal courts of the State of Texas in Midland County. In accordance with the foregoing, each Party agrees that the courts of Midland County will be the exclusive venue for any dispute or matter arising under or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. (iii) THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO RULES CONCERNING CONFLICTS OF LAW AND THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN HOUSTON, XXXXXX COUNTY, TEXAS FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT. TO THE FULLEST EXTENT NOT PROHIBITED PERMITTED BY APPLICABLE LAW, AND AS SEPARATELY BARGAINED-FOR CONSIDERATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE WAIVES ANY RIGHT TO A TRIAL BY JURY TRIAL IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY PERMITTED CLAIM OR CAUSE OF ACTION KIND ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16, THAT IT HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY IT. (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement and the rights of the Parties hereunder shall be governed by1. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, interpreted, and enforced in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflicts of law rules or provisions thereofWITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF DELAWARE. (ii) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas2. Each Party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating party to this Agreement irrevocably agrees for the exclusive benefit of the other that any and all suits, actions or proceedings relating to Section VIB of this Agreement (collectively, “Actions” and, individually, an “Action”) may only be brought maintained in either the state or federal courts of the State of Texas Delaware or the federal District Courts sitting in Midland CountyWilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have jurisdiction to hear and determine or settle any such Action and that any such Actions may be brought in the Chosen Courts. In accordance with Each party irrevocably waives any objection that it may have now or hereafter to the foregoing, each Party laying of the venue of any Actions in the Chosen Courts and any claim that any Actions have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Action brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of Midland County any other jurisdiction. 3. Each party to this Agreement agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties to this Agreement irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the exclusive venue for any dispute or matter arising under or relating to address set forth in this Agreement, which as such jurisdiction, forumaddress may be changed from time to time pursuant hereto, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWthat service made pursuant to clause (i) or (ii) above shall, EACH PARTY TO THIS AGREEMENT HEREBY WAIVESto the fullest extent permitted by applicable law, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENThave the same legal force and effect as if served upon such party personally within the State of Delaware. (iv) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceeding.

Governing Law; Venue; Waiver of Trial by Jury. (i) This Agreement shall be deemed to be made in the State of New York, and the rights validity, interpretation, construction and performance of the Parties hereunder this Agreement in all respects shall be governed by, interpreted, and enforced in accordance with by the internal laws of the State of Texas New York without giving effect regard to any choice its principles of law or conflicts of law rules law. No provision of this Agreement or provisions thereof. (ii) This Agreement was negotiated, made, executed, and any related document will be performed construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision. Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if subject matter jurisdiction in whole that court is not available, in any state court located within the Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in part) in Midland Countythis Agreement, Texas. Each Party irrevocably agrees that the Parties undertake not to commence any suit, action or proceeding involving any dispute or matter arising under out of or relating to this Agreement in a forum other than a forum described in this Section 10F; provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 10F or enforcing any judgment obtained by the Company. The agreement of the Parties to the forum described in this Section 10 is independent of the law that may only be applied in any suit, action, or proceeding and the Parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The Parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 10F, and the state Parties agree that they shall not attempt to deny or federal courts defeat such personal jurisdiction by motion or other request for leave from any such court. The Parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 10F shall be conclusive and binding upon the Parties and may be enforced in any other jurisdiction. The Parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the State mailing of Texas copies of such process to such party at such party’s address specified in Midland County. In accordance with Section 10A. Each party hereto hereby waives, to the foregoingfullest extent permitted by applicable law, each Party agrees that the courts any right it may have to a trial by jury in respect of Midland County will be the exclusive venue for any dispute suit, action or matter proceeding arising under out of or relating to this Agreement. Each party hereto (i) certifies that no representative, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to agent or arising from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue attorney of any other party has represented, expressly or otherwise, that such court or forum non conveniens. (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWparty would not, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (iv) In in the event of any action action, suit or proceeding involving proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 10F. Each party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute or matter arising under out of or relating to this AgreementAgreement (except to the extent that a court orders one of the parties to pay the fees, the prevailing party in such action or proceeding shall be entitled to recover from costs and expenses of the other party all reasonable and necessary attorneys’ fees incurred in connection with such action or proceedingparty).

Governing Law; Venue; Waiver of Trial by Jury. (ia) This Agreement agreement and the rights of the Parties parties hereunder shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Texas Oklahoma without giving effect to any choice of law or conflicts of law rules or provisions thereof. (iib) This Agreement was negotiated, made, executed, and will be performed (in whole or in part) in Midland County, Texas. Each Party party irrevocably agrees that any action or proceeding involving any dispute or matter arising under or relating to this Agreement agreement may only be brought in the state or federal courts of the State of Texas Oklahoma, or if such court does not have jurisdiction or shall not accept jurisdiction, in Midland Countyany court of general jurisdiction in the State of Oklahoma. In accordance with the foregoing, each Party agrees that the courts of Midland County will be All parties hereby irrevocably consent to the exclusive venue jurisdiction by any such court with respect to any such proceeding and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any dispute reason other than by failure to lawfully serve process, (ii) that it or matter arising under its property is exempt or relating to this Agreement, which such jurisdiction, forum, and venue each Party expressly acknowledges and agrees has a direct, reasonable relation to this Agreement and any controversy relating to or arising immune from this Agreement, and the Parties agree not to raise, and hereby waive, any objection to or defense based upon the jurisdiction or venue of any such court or forum non conveniens. from any legal process commenced in such courts, and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWto the fullest extent permitted by applicable law, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT IT SHALL NOT ASSERT that (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY PERMITTED CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY DEALINGS BETWEEN ANY OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER AND COVENANT IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER AND COVENANT IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS AGREEMENT. (ivx) In the event of any action or proceeding involving any dispute or matter arising under or relating to this Agreementis brought in an inconvenient forum, (y) the prevailing party in venue of such action or proceeding is improper and (z) this agreement or the subject matter thereof may not be enforced in or by such courts. (c) To the extent not prohibited by applicable law, each party to this agreement hereby waives, and covenants that it shall not assert (whether as plaintiff, defendant or otherwise), its respective right to a jury trial of any permitted claim or cause of action arising out of this agreement, any of the transactions contemplated hereby, or any dealings between any of the parties hereto relating to the subject matter of this agreement or any of the transactions contemplated hereby. The scope of this waiver and covenant is intended to be entitled all encompassing of any and all disputes that may be filed in any court and that relate to recover from the subject matter of this agreement or any of the transactions contemplated hereby, including, contract claims, tort claims and all other party all reasonable common law and necessary attorneys’ fees incurred in connection with such action statutory claims. This waiver and covenant is irrevocable and shall apply to any subsequent amendments, supplements or proceedingother modifications to this agreement.