New York Uses in Governing Law; Jurisdiction Clause

Governing Law; Jurisdiction from Amendment and Restatement Agreement

THIS AMENDMENT AND RESTATEMENT AGREEMENT (this "Agreement") is made as of July 13, 2017 by and among Cimpress N.V. (the "Company"), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V. and Cimpress USA Incorporated (collectively, the "Subsidiary Borrowers" and, together with the Company, the "Borrowers"), the financial institutions listed on the signature pages hereof (collectively, the "Lenders") and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the "Administrative Agent"), under that certain Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, by and among the Borrowers, the other Subsidiary Borrowers party thereto from time to time, the lenders party thereto and the Administrative Agent (as in effect on the date hereof, the "Existing Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Restated Credit Agreement (

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the law of the State of New York. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County (location) values">New York County, Borough of Manhattan, and of the United States District Court for the New York (organization) values">Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State (location) values">New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

Governing Law; Jurisdiction

The FalconStor Software (the "Company") management team and Board of Directors are excited to work with you to build a great company. We believe that you will be an outstanding leader for FalconStor and, thereafter, a key relationship not only for the Company but also for its major stakeholders including Hale Capital Partners and the Company's board members. It is with pleasure that I confirm FalconStor's offer of employment to you for the position of Chief Executive Officer. The principal terms of the Company's offer are outlined in this letter. Based in the Company's office in Melville, NY, your employment with the Company will commence on the day you report for work, currently targeted as July 1, 2017 (the "Hire Date"), and shall be subject to and contingent upon obtaining satisfactory results from a background check. We are pleased to enter into this letter agreement (this "Agreement") with you regarding the terms and conditions of your employment.

Governing Law; Jurisdiction. This Agreement will be construed in accordance with the laws of the State of New York without regard to any choice of law principles that would require or permit the application of the laws of any other jurisdiction, and, subject to Section 18, exclusive jurisdiction will be in a court of competent subject matter jurisdiction in New York, New York. Each party hereby irrevocably consents to the personal jurisdiction of any such court for purposes of any proceeding relating to this Agreement and waives any objection to the convenience of any such court.

Governing Law; Jurisdiction

Governing Law; Jurisdiction. This Commitment Letter shall be governed and construed in accordance with the laws of the State of New York. The parties hereto consent and agree that any action to enforce this Commitment Letter, the Fee Letter or any dispute, whether such dispute arises in law or equity, arising out of or relating to this Commitment Letter, the Fee Letter and the agreements, instruments and documents contemplated hereby and thereby shall be brought exclusively in the Bankruptcy Court, or if the Bankruptcy Cases have not yet commenced, in either the United States District Court for the New York (organization) values">Southern District of New York or any New York state court (the Chosen Courts). Each of the parties hereto (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto or constitutional authority to finally adjudicate the matter. Without limiting the rights of any party hereto, each party acknowledges and agrees that the Debtors are entitled to seek damages from any Backstop Party that breaches its obligations under this Commitment Letter; provided that each party hereto hereby waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding any special, exemplary, punitive or consequential damages; provided, however, that nothing in the foregoing proviso shall relieve the Debtors and the Guarantors of any obligation to indemnify an Indemnified Party against any special, exemplary, punitive or consequential damages asserted against such Indemnified Party by any third party. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction

Governing Law; Jurisdiction. This Commitment Letter shall be governed and construed in accordance with the laws of the State of New York. The parties hereto consent and agree that any action to enforce this Commitment Letter, the Fee Letter or any dispute, whether such dispute arises in law or equity, arising out of or relating to this Commitment Letter, the Fee Letter and the agreements, instruments and documents contemplated hereby and thereby shall be brought exclusively in the Bankruptcy Court, or if the Bankruptcy Cases have not yet commenced, in either the United States District Court for the New York (organization) values">Southern District of New York or any New York state court (the Chosen Courts). Each of the parties hereto (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto or constitutional authority to finally adjudicate the matter. Without limiting the rights of any party hereto, each party acknowledges and agrees that the Debtors are entitled to seek damages from any Backstop Party that breaches its obligations under this Commitment Letter; provided that each party hereto hereby waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding any special, exemplary, punitive or consequential damages; provided, however, that nothing in the foregoing proviso shall relieve the Debtors and the Guarantors of any obligation to indemnify an Indemnified Party against any special, exemplary, punitive or consequential damages asserted against such Indemnified Party by any third party. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction from Unit Subscription Agreement

This THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of June 1, 2017, by and between KBL Merger Corp. IV, a Delaware corporation (the "Company"), with a principal place of business at 527 Stanton Christiana Rd., Newark, DE 19713, and the purchasers listed on Schedule A attached to this Agreement (each, a "Subscriber" and collectively, the "Subscribers").

Governing Law; Jurisdiction. Waiver of Jury Trial This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

Governing Law; Jurisdiction from Unit Subscription Agreement

This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made, effective as of April 19, 2017, by and between KBL Merger Corp. IV, a Delaware corporation (the "Company"), with a principal place of business at 527 Stanton Christiana Rd., Newark, DE 19713, and the purchasers listed on Schedule A attached to this Agreement (each, a "Subscriber" and collectively, the "Subscribers").

Governing Law; Jurisdiction. Waiver of Jury Trial This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

Governing Law; Jurisdiction from Separation Agreement and General Release

SEPARATION AGREEMENT AND GENERAL RELEASE (the Agreement) made as of February 24, 2017 by and between Bedi Ajay Singh (Employee, you or your) and News Corporation (the Company).

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any action arising out of or relating to this Agreement will be brought and prosecuted only in that State. Each of the Company and you hereby consent to the jurisdiction and venue of any courts of or in New York County (location) values">New York County, New York.

Governing Law; Jurisdiction from Amendment to Financing Agreement

This THIRD AMENDMENT TO FINANCING AGREEMENT (this Amendment) is made and entered into as of April 27, 2017 by and among Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Borrower), Elevate Credit, Inc., a Delaware corporation (Elevate Credit) as a Guarantor, the other Guarantors party hereto (such Guarantors, collectively with Elevate Credit and the Borrower, the Credit Parties) and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the Agent). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement or if not defined therein, in the Pledge and Security Agreement.

Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than SS5-1401 and 5-1402 of the New York General Obligations Law. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Amendment 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction from Commitment Agreement

This Commitment Agreement (this Agreement) is made as of April 25, 2017, by and among KLR Energy Sponsor, LLC (Sponsor), the undersigned (the undersigned) and KLR Energy Acquisition Corp. (the Company). In connection with the business combination between Tema Oil and Gas Company (Tema) and the Company (the Business Combination) pursuant to a Business Combination Agreement, dated as of December 20, 2016, by and between the Company and Tema, as may be amended from time to time (the Business Combination Agreement), Sponsor seeks to obtain ownership commitments whereby the undersigned agrees to beneficially own the number of public shares of Class A common stock of the Company (Common Stock) set forth under his, her or its name on the signature page hereto (such amount, the Commitment Amount) immediately prior to the closing of the Business Combination and that such public shares have not been or will not be redeemed against the Companys trust account in connection with the special meeting

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York, seated in New York County (location) values">New York County and any federal court sitting in the New York (organization) values">Southern District of New York (and any applicable courts of appeal thereto) over any suit, action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each party hereto hereby waives any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

Governing Law; Jurisdiction from Unit Subscription Agreement

This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 11th day of November 2016, by and between KBL Merger Corp. IV, a Delaware corporation (the "Company"), having its principal place of business at 816 Baltimore Pike, Glen Mills, PA 19342, and KBL IV Sponsor LLC, a Delaware limited liability company (the "Subscriber"), with a principal place of business at 150 West 56th Street, New York, NY 10019.

Governing Law; Jurisdiction. Waiver of Jury Trial This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.