State Uses in GOVERNING LAW Clause

GOVERNING LAW from Form of Warrant

Uni-Pixel, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series A-1 Warrant to Purchase Common Stock (including any Series A-1 Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the six (6) month anniversary of the Issuance Date (the "Initial Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date, (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the "Warrant Shares", and such number of Warrant Shares, the "Warrant Number"). Except as otherwise defined

GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company 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 the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, 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 the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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 (organization) values">State of Tennessee applicable to agreements made and to be performed entirely within such State.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of December 30, 2016, by and between LMI Aerospace, Inc., a Missouri corporation, its successors, and assigns ("Corporation"), and _____________________ ("Executive").

Governing Law. This Agreement shall be deemed for all purposes to have been made in State (organization) values">the State of Missouri, notwithstanding either the place of execution hereof, nor the performance of any acts in connection herewith or hereunder in any other jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri (organization) values">State of Missouri, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Missouri.

Governing Law from Shareholder Rights Agreement

This Amendment No. 7 to Shareholder Rights Agreement (the "Amendment"), dated as of December 28, 2016, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009, June 5, 2013, June 25, 2014, May 28, 2015, December 29, 2015 and June 3, 2016 between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

Governing Law from Amendment

This Amendment (this Amendment), dated and effective as of December 27, 2016 (the Effective Time), is made and entered into by and between The Manitowoc Company, Inc., a Wisconsin corporation (the Company), and Computershare Trust Company, N.A., a national banking association (the Rights Agent), under that certain Rights Agreement, dated as of March 21, 2007 (the Rights Agreement).

Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

Governing Law from Two Year Change in Control Agreement

THIS AGREEMENT is entered into as of December 19, 2016, by and between the Madison Bank of Maryland (the "Bank"), John M. Wright (the "Executive") and MB Bancorp, Inc. (the "Company"), a Maryland corporation and the holding company of the Bank, as guarantor (the "Agreement").

Governing Law. Except to the extent preempted by federal law, the validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Maryland (organization) values">State of Maryland, without regard to principles of conflicts of law of that State.

GOVERNING LAW from Rights Agreement

THIS AMENDMENT NO. 1 (this Amendment), dated as of December 23, 2016, amends the Rights Agreement, dated as of May 9, 2016 (the Rights Agreement), by and between tronc, Inc. (f/k/a Tribune Publishing Company), a Delaware corporation (the Company) and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.

GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware (organization) values">State of Delaware (without giving effect to the conflicts of laws principles thereof) and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

Governing Law from Advisory Agreement

This TERMINATION OF ADVISORY AGREEMENT (this "Agreement") is made and entered into as of the 20th day of December, 2016 (the "Effective Date"), by and among Independence Realty Trust, Inc., a Maryland corporation ("IRT"), Independence Realty Operating Partnership, LP, a Delaware limited partnership ("IROP"), and Independence Realty Advisors, LLC, a Delaware limited liability company ("IRA"). Each of IRT, IROP and IRA is sometimes referred to individually in this Agreement as a "Party" and collectively they are sometimes referred to as the "Parties."

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal Laws of State (organization) values">the State of New York, without giving effect to any Law or rule that would cause the Laws of any jurisdiction other than the State of New York to be applied.

Governing Law from Amendment to Credit Agreement

FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 15, 2016, to that certain ABL Credit Agreement, dated as of June 10, 2015 (as amended, supplemented or otherwise modified through the date hereof, the "Credit Agreement"), among Tesla Motors, Inc. (the "Company", and together with each Wholly-Owned Domestic Subsidiary of the Company that becomes a U.S. Borrower pursuant to the terms of the Credit Agreement, collectively, the "U.S. Borrowers"), Tesla Motors Netherlands B.V. ("Tesla B.V.", and together with each Wholly-Owned Dutch Subsidiary of Tesla B.V. that becomes a Dutch Borrower pursuant to the terms of the Credit Agreement, collectively, the "Dutch Borrowers"; and the Dutch Borrowers, together with the U.S. Borrowers, collectively, the "Borrowers"), the lenders from time to time party thereto (the "Lenders"), Deutsche Bank AG New York Branch, as Administrative Agent (the "Administrative Agent") and as Collateral Agent, and the other agents party thereto.

Governing Law. This Amendment and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York).

Governing Law from Rights Agreement

Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates

Governing Law. This Agreement and each Right and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.