Houston Uses in GOVERNING LAW Clause

GOVERNING LAW from Forbearance Agreement

This FORBEARANCE AGREEMENT (this "Forbearance Agreement"), dated April 4, 2016 (the "Effective Date"), is by and among ENERJEX RESOURCES, INC., a Nevada corporation ("Parent"), ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.), a Nevada corporation ("EnerJex Kansas"), WORKING INTEREST, LLC, a Kansas limited liability company ("Working Interest"), BLACK SABLE ENERGY, LLC, a Texas limited liability company ("Black Sable"), BLACK RAVEN ENERGY, INC., a Nevada corporation ("Black Raven"), ADENA, LLC, a Colorado limited liability company ("Adena"; together with Parent, EnerJex Kansas, Working Interest, Black Sable and Black Raven, collectively, "Borrowers" and each, a "Borrower"), and TEXAS CAPITAL BANK, N.A., a national banking association, as a Bank, L/C Issuer and Administrative Agent (in such latter capacity and together with its successors and permitted assigns in such capacity the "Administrative Agent"), and the several banks and financial institutions from time to time parties to the

GOVERNING LAW. This Forbearance Agreement has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This Forbearance Agreement and any litigation between the parties (whether grounded in contract, tort, statute, law or equity shall be governed by, construed in accordance with, and interpreted and enforced pursuant to the Laws of the State of Texas (and the applicable federal Laws of the United States of America) without giving effect to its choice of law principles, except that any litigation between the parties with respect to a foreclosure proceeding involving real property located in a state shall be governed by the laws of such state.

Governing Law from Severance Agreement and Release

This Severance Agreement and Release (the "Agreement") is entered into by and between Neil Dial ("Executive") and Powell Industries, Inc. (the "Company") as follows:

Governing Law. This Agreement is made and entered into in the State of Texas and shall in all respects be interpreted, enforced, and governed under the laws of the State of Texas. This Agreement, its terms, conditions and obligations shall be payable and performable at the offices of Company in Houston, Harris County, Texas.

Governing Law

Each of Paragon Offshore plc; Paragon Offshore Finance Company; Paragon International Finance Company; Paragon Offshore Holdings US Inc.; Paragon Offshore Drilling LLC; Paragon FDR Holdings Ltd.; Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.a r.l.; PGN Offshore Drilling (Malaysia) Sdn. Bhd.; Paragon Offshore (Labuan) Pte. Ltd.; Paragon Holding SCS 2 Ltd.; Paragon Asset Company Ltd.; Paragon Holding SCS 1 Ltd.; Paragon Offshore Leasing (Luxembourg) S.a r.l.; Paragon Drilling Services 7 LLC; Paragon Offshore Leasing (Switzerland) GmbH; Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd.; Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd.; Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited; Paragon Holding NCS 2 S.a r.l.; Paragon Leonard Jones LLC; Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (each, a Debtor and collectively, the Debtors) proposes the following joint chapter 11 plan of reorganization pursuant to section 11

Governing Law. Except to the extent that the Bankruptcy Code or other federal law is applicable or to the extent that a Plan Document provides otherwise, the rights, duties, and obligations arising under this Plan and the Plan Documents shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

Governing Law from Transition Agreement

WHEREAS, Hyperdynamics Corporation (the Company) desires to retain the continued services of Paolo Amoruso (the Executive) following June 30, 2016, to amend the employment agreement between the Company and the Executive dated October 1, 2015 (the Employment Agreement) and to enter into a Consulting Agreement (the Consulting Agreement) (in the form attached hereto as Exhibit (B)) embodying the terms of such modified relationship; and

Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Texas.

Governing Law from Transition Agreement

WHEREAS, Hyperdynamics Corporation (the Company) desires to retain the continued services of David Wesson (the Executive) following June 30, 2016, to amend the employment agreement between the Company and the Executive dated October 1, 2015 (the Employment Agreement) and to enter into a Consulting Agreement (the Consulting Agreement) (in the form attached hereto as Exhibit (B)) embodying the terms of such modified relationship; and

Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Texas.

Governing Law from Termination Agreement

This SETTLEMENT AND TERMINATION AGREEMENT (this "Agreement"), dated as of May 10, 2016, is made by and among FREEPORT-McMoRan Inc. ("FCX"), FREEPORT-McMoRan Oil & Gas, LLC ("FM O&G") and NOBLE DRILLING (U.S.) LLC ("Noble"). FCX, FM O&G and Noble are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party."

Governing Law. This Agreement shall be governed by the general maritime law of the United States of America, or the laws of the State of New York if the general maritime law is not applicable. The parties agree that any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in New York County, New York. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such action or proceeding.

Governing Law from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2015 (this "Agreement"), is entered into by and among CVR PARTNERS, LP, a Delaware limited partnership ("Parent"), LUX MERGER SUB 1 LLC, a limited liability company and wholly owned subsidiary of Parent ("Merger Sub 1"), and LUX MERGER SUB 2 LLC, a limited liability company and wholly owned subsidiary of Parent ("Merger Sub 2," and together with Merger Sub 1, the "Merger Subs," and the Merger Subs, together with Parent, the "Parent Entities"), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and RENTECH NITROGEN GP, LLC, a Delaware limited liability company ("Partnership GP" and, with the Partnership, the "Partnership Entities").

Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the Laws of the State of Delaware, without giving effect to any conflicts of law principles that would result in the application of any Law other than the Law of the State of Delaware.

GOVERNING LAW from Supplemental Indenture

This SECOND SUPPLEMENTAL INDENTURE is dated as of February 23, 2015 (this "Supplemental Indenture") among Phillips 66 Partners LP, a Delaware limited partnership, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, under the indenture, dated as of February 23, 2015, among the same parties (the "Base Indenture" and, as amended and supplemented by this Supplemental Indenture and as it may be amended or supplemented from time to time in the future, the "Indenture").

GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES, IF ANY.The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:Phillips 66 Partners LP3010 Briarpark DriveHouston, Texas 77042Attention: Vice President and TreasurerTelephone: (832) 765-3994A-7

GOVERNING LAW from Supplemental Indenture

This THIRD SUPPLEMENTAL INDENTURE is dated as of February 23, 2015 (this "Supplemental Indenture") among Phillips 66 Partners LP, a Delaware limited partnership, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, under the indenture, dated as of February 23, 2015, among the same parties (the "Base Indenture" and, as amended and supplemented by this Supplemental Indenture and as it may be amended or supplemented from time to time in the future, the "Indenture").

GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES, IF ANY.The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:Phillips 66 Partners LP3010 Briarpark DriveHouston, Texas 77042Attention: Vice President and TreasurerTelephone: (832) 765-3994A-7

Governing Law from Lease Agreement

THIS LEASE AGREEMENT (this Lease) is made and entered into as of the 14th day of February, 2014 (Effective Date), by and between MEADE PIPELINE CO LLC (Meade), a Delaware limited liability company, and TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC (Transco), a Delaware limited liability company. Meade and Transco may be referred to in this Lease individually as a Party or collectively as the Parties.

Governing Law. THIS LEASE AND ANY CLAIMS HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAWS RULES OR PRINCIPLES THAT MIGHT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ANY SUIT BROUGHT WITH RESPECT TO OR RELATING TO THIS LEASE SHALL BE BROUGHT IN THE COURTS OF HARRIS COUNTY, TEXAS OR THE SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION.