State of Tennessee Uses in Governing Law Clause

Governing Law from Restricted Share Unit Agreement

This RESTRICTED SHARE UNIT AGREEMENT (this Agreement) is made and entered into as of the [] day of [] (the Grant Date), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the Company), and [] (the Grantee). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2016 Omnibus Incentive Plan (the Plan).

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee without giving effect to the conflicts of law principles thereof, except to the extent that such laws are preempted by Federal law.

Governing Law from Restricted Share Unit Agreement

This RESTRICTED SHARE UNIT AGREEMENT (this Agreement) is made and entered into as of the [] day of [] (the Grant Date), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the Company), and [] (the Grantee). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2016 Omnibus Incentive Plan (the Plan).

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee without giving effect to the conflicts of law principles thereof, except to the extent that such laws are preempted by Federal law.

Governing Law from Director Restricted Stock Award Agreement

This agreement (the "Agreement") evidences a grant of Restricted Stock by Surgery Partners, Inc. (the "Company") to the undersigned (the "Grantee"), pursuant to and subject to the terms of the Surgery Partners, Inc. 2015 Omnibus Incentive Plan (as amended from time to time, the "Plan").

Governing Law. This Agreement and all claims or disputes arising out of or based upon this Agreement or relating to the subject matter hereof will be governed by and construed in accordance with the domestic substantive laws of the State of Tennessee without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

Governing Law from Restricted Share Unit Agreement

This RESTRICTED SHARE UNIT AGREEMENT (this Agreement) is made and entered into as of the [*] day of December, 2016 (the Grant Date), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the Company), and Michael Sousa (the Grantee). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2016 Omnibus Incentive Plan (the Plan).

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee without giving effect to the conflicts of law principles thereof, except to the extent that such laws are preempted by Federal law.

Governing Law from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (the Agreement), dated as of January 4, 2017, is entered into by and among Patriot Bioenergy Corporation, a Kentucky corporation, (the Seller''), and Real Estate Contacts, Inc. (REAC), a Florida corporation (the Buyer'').

Governing Law. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Tennessee applicable to agreements made and to be performed entirely within such State.

Governing Law from Tax Sharing Agreement

This S Corporation Termination and Tax Sharing Agreement, dated as of , 2016 (the Agreement), is made by and between FB Financial Corporation, a Tennessee corporation (the Company), and James W. Ayers (the Shareholder).

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the State of Tennessee.

Governing Law from Amended and Restated Rights Agreement

This Amendment and Termination of the Second Amended and Restated Rights Agreement (this "Amendment and Termination") is made as of May 13, 2016, between Genesco Inc., a Tennessee corporation (the "Company"), and Computershare Trust Company, N.A., as successor to First Chicago Trust Company of New York (the "Rights Agent").

Governing Law. This Amendment and Termination shall be deemed to be a contract made under the laws of the State of Tennessee and for all purposes shall be governed by and construed in accordance with the laws of said State applicable to contracts to be made and performed entirely within said State, except that the rights, duties, and obligations of the Rights Agent shall for all purposes be governed by and construed in accordance with the laws of the State of New York.

Governing Law from Incentive Stock Option Agreement

THIS INCENTIVE STOCK OPTION AGREEMENT (this Agreement) is dated as of the 16th day of March, 2016 (the Grant Date), by and between Commerce Union Bancshares, Inc., a Tennessee corporation (the Company), and Wallace Edwin Gammon, Jr. (the Optionee).

Governing Law. This Agreement is to be construed and enforced in accordance with and governed by the procedural provisions and substantive law of the State of Tennessee, including, without limitation, that states law of privilege, without giving effect to its conflicts of law principles.

Governing Law from Form of Restricted Stock Award Agreement

This agreement (the Agreement) evidences a grant of Restricted Stock by Surgery Partners, Inc. (the Company) to the undersigned (the Grantee), pursuant to and subject to the terms of the Surgery Partners, Inc. 2015 Omnibus Incentive Plan (as amended from time to time, the Plan).

Governing Law. This Agreement and all claims or disputes arising out of or based upon this Agreement or relating to the subject matter hereof will be governed by and construed in accordance with the domestic substantive laws of the State of Tennessee without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

Governing Law from Restricted Share Unit Agreement

This RESTRICTED SHARE UNIT AGREEMENT (this Agreement) is made and entered into as of the day of September, 2015 (the Grant Date), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the Company), and Michael Sousa (the Grantee). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2010 Stock Incentive Plan (the Plan).

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee without giving effect to the conflicts of law principles thereof, except to the extent that such laws are preempted by Federal law.