State Uses in Governing Law Clause

Governing Law from Stock Option Cancellation Agreement

THIS STOCK OPTION CANCELLATION AGREEMENT (this "Agreement") is made and entered into as of January 4, 2016, by and between Voice Life., a Nevada corporation (the "Company"), and Robert Smith ("Optionholder").

Governing Law. This Agreement shall be governed in all respects by the laws of the State of Nevada (organization) values">State of Nevada, without regard to that State's conflicts of laws principles.

GOVERNING LAW from Supplemental Indenture

FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of March 27, 2017, between DUKE ENERGY OHIO, INC. (hereinafter sometimes referred to as the Company), a corporation organized and existing under the laws of the State of Ohio, formerly named The Cincinnati Gas & Electric Company, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, and the successor trustee to The Bank of New York Mellon and Irving Trust Company (hereinafter sometimes referred to as the Trustee), whose mailing address is 10161 Centurion Parkway N, Jacksonville, Florida 32256.

GOVERNING LAW. This Forty-fifth Supplemental Indenture and the Additional Bonds shall be governed by and construed in accordance with the laws of the State of Ohio (organization) values">State of Ohio, except (a) to the extent that the Trust Indenture Act shall be applicable, and (b) that the rights, duties, obligations, privileges, immunities and standard of care of the Trustee shall be governed by the laws of the State of New York.

Governing Law from Amendment to Rights Agreement

This Amendment (this "Amendment"), dated as of March 24, 2017 to the Rights Agreement, dated as of March 28, 2016 (the "Rights Agreement"), is between Sinovac Biotech Ltd., an Antigua and Barbuda company (the "Company"), and Pacific Stock Transfer Company (the "Rights Agent").

Governing Law. This Amendment shall be deemed to be a contract made under the internal laws of State of Delaware (organization) values">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 Services Agreement

This Services Agreement (the "Agreement"), has been made and entered into as of March 2, 2017 (the "Effective Date"), by and between Clinton Group, Inc., a Delaware corporation ("Clinton"), and GlassBridge Enterprises, Inc. f/k/a Imation Corp, a Delaware corporation ("GlassBridge") (each a "Party" and collectively the "Parties").

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and/or to be performed in that State, without regard to any choice of law provisions thereof.

GOVERNING LAW from Senior Secured Convertible Note

FOR VALUE RECEIVED, Interpace Diagnostics Group, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Hudson Bay Master Fund Ltd or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Exchange Date until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this "Note") h

GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note 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. Except as otherwise required by Section 23 above, 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 to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) 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 or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 23. 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 NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law from Amended and Restated

Amendment (this Amendment), dated as of February 1, 2017, to that certain Amended and Restated Fly Leasing Limited Management Agreement, dated as of December 28, 2012, by and among Fly Leasing Limited, a Bermuda exempted company (the Company), and Fly Leasing Management Co. Limited, a Bermuda exempted company (the Manager), as amended by the First Amendment to Amended and Restated Fly Leasing Limited Management Agreement, dated as of June 19, 2015, and the Second Amendment to Amended and Restated Fly Leasing Limited Management Agreement, dated as of July 27, 2016 (as amended, the Agreement). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Governing Law. This Amendment, the legal relations between the parties hereto and the adjudication and the enforcement thereof, shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

Governing Law from Transition Services Agreement

TRANSITION SERVICES AGREEMENT ("Agreement") dated as of March 8, 2017 is made by and between Apricus Biosciences, Inc., a Nevada corporation ("Seller"), and Ferring International Center S.A., a Swiss corporation ("Buyer"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement, dated as of March 8, 2017, (the "Purchase Agreement") between Buyer, Seller, NexMed (U.S.A.), Inc., a Delaware corporation ("NexMed U.S.A."), NexMed Holdings, Inc., a Delaware corporation ("NexMed Holdings"), NexMed International Limited, a British Virgin Islands corporation ("NexMed International" and together with the Seller, NexMed U.S.A. and NexMed Holdings, the "Seller Parties"). Capitalized terms that are used and not defined in this Agreement shall have their respective meanings set forth in the Purchase Agreement.

Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the State of New York, without giving effect to any choice of Law or conflict of Laws rules or provisions (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 Restricted Stock Award Agreement Under The

This Restricted Stock Award Agreement (the "Restricted Stock Award Agreement") dated as of [.], 2017 (the "Date of Grant"), is made by and between Eagle Bulk Shipping Inc., a Republic of the Marshall Islands company (the "Company"), and [*] (the "Participant"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Eagle Bulk Shipping Inc. 2016 Equity Incentive Plan (the "Plan"). Where the context permits, references to the Company shall include any successor to the Company.

Governing Law. This Restricted Stock Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of New York applicable to agreements made and to be performed wholly within the State of New York (organization) values">State of New York.

Governing Law from Option Award Agreement

This Option Award Agreement (the "Option Award Agreement") dated as of [.], 2017 (the "Date of Grant"), is made by and between Eagle Bulk Shipping Inc., a Republic of the Marshall Islands company (the "Company"), and [*] (the "Participant"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Eagle Bulk Shipping Inc. 2016 Equity Incentive Plan (the "Plan"). Where the context permits, references to the Company shall include any successor to the Company.

Governing Law. This Option Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of New York applicable to agreements made and to be performed wholly within the State of New York (organization) values">State of New York.

GOVERNING LAW from Form of Warrant

TimeFireVR Inc , a Nevada 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 Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the six month anniversary of the Issuance Date (the "Initial Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________ (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

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.