Federal Court Uses in Governing Law Clause

Governing Law from Technology Assignment Agreement

Helpful Alliance Company, a corporation duly established under the laws of the State of Florida, with its principal address at 700 W Hillsboro Blvd, Ste 1-100, Deerfield Beach, FL 33441, ("Assignee"), and

Governing Law. The internal laws of the State of Florida (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and, and each of the addenda and schedules hereto and thereto (whether arising in contract, tort, equity or otherwise). The parties further consent to jurisdiction being solely in the Federal Court system of the Southern District of Florida and that each party waives service of process in this cause and that proof of the serving of any legal papers, including litigation may be made by proof of overnight express delivery by a nationally recognized overnight delivery service, such as Federal Express, to the address below written:

GOVERNING LAW

This letter (the Agreement) constitutes the agreement between H.C. Wainwright & Co., LLC (Wainwright or the Placement Agent) and OncoSec Medical Incorporated (the Company), that Wainwright shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the Placement) of registered securities (the Securities) of the Company, including shares of the Companys common stock, par value $.0001 per share (the Shares or Common Stock) and warrants to purchase shares of Common Stock, pursuant to the Registration Statement (as that term is defined in Section 2(A) below). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a Purchaser and collectively, the Purchasers) and nothing herein constitutes that Wainwright would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Pl

GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law from Stockholder Agreement

Reference is made to that certain Agreement and Plan of Reorganization (as the same may be amended from time to time, the "Merger Agreement"), dated as of April 28, 2015, by and among Twitter, Inc., a Delaware corporation ("Acquiror"), TellApart, Inc., a Delaware corporation (the "Company"), Trinidad Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror ("Merger Sub"), and Fortis Advisors LLC, a Delaware limited liability company, as the Securityholders' Agent, pursuant to which Merger Sub shall merge with and into the Company (the "Merger"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall become a wholly-owned subsidiary of Acquiror (such transaction, the "Merger"). As a result of the Merger, the shares of capital stock of the Company (the "Company Capital Stock") will be converted into the right to receive shares of common stock, par value of $0

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to such state's principles of conflicts of law. The Holder irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, in the case of a federal claim as to which federal courts have exclusive jurisdiction, the Federal Court of the United States of America) in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon the Holder in any manner authorized by the laws of the State of Delaware and waives and covenants not to assert or plead any objection which the Holder might otherwise have to such jurisdiction, venue and such process. The Holder agrees not to commence any legal proceedings related hereto except in such courts.

Governing Law from Incentive Compensation Plan

This Director Deferred Stock Agreement (the "Agreement") dated ___________ (the "Grant Date") is by and between Diamond Resorts International, Inc., a Delaware corporation (the "Company") and ____________ (the "Grantee").

Governing Law. The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate).

Governing Law from Incentive Compensation Plan

This Restricted Stock Agreement (the "Agreement") dated ___________ (the "Grant Date") is by and between Diamond Resorts International, Inc., a Delaware corporation (the "Company") and ____________ (the "Grantee").

Governing Law. The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate).

Governing Law from Restricted Stock Unit Agreement

This Restricted Stock Unit Agreement (the "Agreement") dated ___________ (the "Grant Date") is by and between Diamond Resorts International, Inc., a Delaware corporation (the "Company") and ____________ (the "Grantee").

Governing Law. The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate).

Governing Law from Non Qualified Stock Option Agreement

This Stock Option Agreement (the "Agreement") dated ____________ (the "Grant Date") is by and between Diamond Resorts International, Inc., a Delaware corporation (the "Company"), and ____________ (the "Grantee").

Governing Law. The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate), notwithstanding the present or future domiciles of the Company or the Grantee.

Governing Law from Amended and Restated Guaranty Agreement

This AMENDED AND RESTATED GUARANTY AGREEMENT (this "Guaranty") is given as of August 4, 2014, is made by STRATEGIC REALTY TRUST, INC., a Maryland corporation (the "Guarantor"), pursuant to the terms and conditions of that certain Amended and Restated Revolving Credit Agreement of even date (as from time to time may be amended, restated, supplemented or otherwise modified, the "Credit Agreement") by and among Strategic Realty Operating Partnership, L.P. ("OP"), SRT Secured Holdings, LLC ("Secured Holdings"), TNP SRT Aurora Commons, LLC, TNP SRT San Jacinto, LLC (" San Jacinto"), and SRT Constitution Trail LLC, each a Delaware limited partnership or Delaware limited liability company, as applicable, and certain of their Affiliates (collectively and individually, jointly and severally, with each other Person which from time to time hereafter may become a borrower thereunder, the "Borrower"), and KeyBank National Association, a national banking association, as agent (in such capacity, toge

Governing Law. This Agreement and the rights and obligations of the parties hereunder shall in all respects be governed by and construed and enforced in accordance with the internal laws of the State of New York, excluding the laws applicable to conflicts or choice of law. The parties agree that the State of New York has a substantial relationship to the parties and to the underlying transactions embodied by the Loan Documents.

Governing Law

This letter (the Agreement) constitutes the agreement between Lpath, Inc. (the Company) and Maxim Group, LLC (Maxim or the Lead Manager), that Maxim shall serve as exclusive (i) Placement agent for the Company, on a reasonable best efforts basis (Direct Placement) and/or (ii) underwriter and book runner for the Company, on a firm commitment basis (Underwritten Placement and collectively with a Direct Placement, a Placement), in connection with the proposed offering of securities (the Securities) of the Company, including shares (the Shares) of the Companys common stock (the Common Stock). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a Direct Placement, the purchasers (each, a Purchaser and collectively, the Purchasers) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement

Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

GOVERNING LAW

This Agreement shall become effective upon the date it is signed by the Company (the "Effective Date"). The terms of such Placement(s) and the Securities shall be mutually agreed upon by the Company and the investors (each, an "Investor" and collectively, the "Investors") and nothing herein enables the Placement Agent to bind the Company or any Investor. This Agreement and the documents executed and delivered by the Company and the Investors in connection with the Placement(s) shall be collectively referred to herein as the "Transaction Documents." The date of each of the closings of the Placement(s) shall be referred to herein as the "Closing Date." The Company expressly acknowledges and agrees that the Placement Agent's obligations hereunder are on a reasonable "best efforts" basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase or to sell any Securities and does not ensure the successful placement of any Securities or

GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of Georgia applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of Georgia located in Fulton County or into the Federal Court located in Atlanta, Georgia and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.