State Uses in Governing Law Clause

Governing Law from General Release of Claims

This Separation Agreement, General Release of Claims and Covenant Not to Sue (sometimes referred to herein as "Release Agreement") is made on the date signed by Blackhawk Network, Inc., and is made by and between Blackhawk Network, Inc., an Arizona corporation, on the one hand, and Jerry Ulrich, on the other hand, and has an Effective Date of May 8, 2017.

Governing Law. This Release Agreement shall be governed by the laws of the State of California, without regard to the choice of law provisions thereof. Releasor hereby expressly consents to personal jurisdiction and venue in the State and federal courts located in Alameda County, California for any lawsuit arising from or relating to this Release Agreement, without regard to his then-current residence or domicile, and hereby expressly and irrevocably waives any objection to such jurisdiction and venue.

Governing Law

Governing Law. The Plan and all rights thereunder shall be governed by and construed in accordance with the laws of State of Delaware (organization) values">the State of Delaware applicable to contracts made and to be performed entirely within such State, without reference to conflict of laws principles.

Governing Law

Governing Law. The Plan and all rights thereunder shall be governed by and construed in accordance with the laws of State of Delaware (organization) values">the State of Delaware applicable to contracts made and to be performed entirely within such State, without reference to conflict of laws principles.

Governing Law from Assignment and Assumption Agreement

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into and effective as of __________, 2017 by and among Capitol Acquisition Corp. III, a Delaware corporation ("Capitol"), Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability (to be renamed "[Cision, Ltd.]" effective as the Closing (as defined below)) ("Holdings"), and Continental Stock Transfer & Trust Company, a New York corporation ("Continental").

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as such laws are applied to contracts entered into and performed in such State without resort to that State's conflict-of-laws rules.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of February 20, 2017 (the Effective Date) by and between ATHENEX, INC., a company existing under the laws of Delaware having its principal office at Conventus Building, 1001 Main Street, Suite 600, Buffalo, New York 14203 (the Company), and Dr. Simon Pedder, an individual residing at #### ########## ####, ###### ####, ##, #####, USA (Executive).

Governing Law. The Parties agree that this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of February 21, 2017 (the Effective Date) by and between ATHENEX, INC., a company existing under the laws of Delaware having its principal office at Conventus Building, 1001 Main Street, Suite 600, Buffalo, New York 14203 (the Company), and J. Nick Riehle, an individual residing at ### ####### #### #######, #### #####, ## #####, USA (Executive).

Governing Law. The Parties agree that this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of February 21, 2017 (the Effective Date) by and between ATHENEX, INC., a company existing under the laws of Delaware having its principal office at Conventus Building, 1001 Main Street, Suite 600, Buffalo, New York 14203 (the Company), and Mr. Jeffrey Yordon, an individual residing at #### ## ### ##### #####, #########, ## #####, USA (Executive).

Governing Law. The Parties agree that this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of June 1, 2015 (the Effective Date) by and between KINEX POLYMED HONG KONG LTD, a company existing under the laws of Hong Kong, having its principal office at 18th Floor, Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong (the Company), and WILLIAM ZUO, PhD an individual residing at ### # ##### ##, #######, ## ##### (Executive).

Governing Law. The Parties agree that this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of February 21, 2017 (the Effective Date) by and between ATHENEX, INC., a company existing under the laws of Delaware having its principal office at Conventus Building, 1001 Main Street, Suite 600, Buffalo, New York 14203 (the Company), and Dr. Rudolf Min-Fun Kwan, an individual residing at # ##### #### ######, ######, ## #####, USA (Executive).

Governing Law. The Parties agree that this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Governing Law from Indemnification Agreement

This INDEMNIFICATION AGREEMENT (the "Agreement") is made as of this 10th day of May, 2017, between J. Alexander's Holdings, Inc., a Tennessee corporation (the "Company"), and Mark A. Parkey, an officer of the Company (the "Officer").

Governing Law. This Agreement shall be governed by, and be construed and enforced in accordance with, the laws of the State of Tennessee applicable to contracts made and to be performed in such State without giving effect to the principles of conflicts of laws.