State Uses in Governing Law Clause

Governing Law

In recognition of your importance to Donnelley Financial Solutions, Inc., its officers, directors, subsidiaries, affiliates, and successors or assigns (DFS or the Company) and to further the Companys interests, we are pleased to offer you a new employment letter (the Agreement). The purpose of this letter is to amend and restate in its entirety the employment agreement dated May 3, 2011 between you and R.R. Donnelley & Sons Company, which was assigned to DFS by agreement, dated September 29, 2016, and amended by agreement dated as of October 26, 2016 between you and DFS. All capitalized terms used but not defined in this agreement shall have the meanings assigned to such terms in Annex A.

Governing Law. All disputes arising under or related to this Agreement shall at all times be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) and decisions of the State of Delaware as applied to agreements executed in and to be fully performed within that State.

Governing Law from Voting Agreement

THIS VOTING AGREEMENT (this "Agreement"), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), and each of the stockholders set forth on Schedule I (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Governing Law from Voting Agreement

THIS VOTING AGREEMENT (this "Agreement"), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), and each of the stockholders set forth on Schedule I (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

GOVERNING LAW from Warrant to Purchase Common Stock

OpGen, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ___________________________, 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 surrender 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 Initial Exercisability Date (as defined below), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ___________________ fully paid non-assessable shares of Common Stock, par value $0.01 per share, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in th

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 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. 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 8(i) above or such other address as the Company subsequently delivers to the Holder 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. 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, 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

FOR VALUE RECEIVED this 28th day of June, 2017, MEGA BRIDGE INC. (to be known as HYPGEN INC.), a Nevada corporation and its successor ("Company"), promises to pay to Bakken Development LLC ("Holder"), or its registered assigns, in lawful money of the United States of America the principal sum of USD $400,000 (USD Four Hundred Thousand), or such amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (the "Note") on the unpaid principal balance at a rate equal to ten percent (10%) per annum, computed on the basis of the actual number of days elapsed until 28th of June, 2019. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) 28th of June, 2019 (the "Maturity Date"), or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or

Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of State of Nevada (organization) values">the State of Nevada, or of any other state.

Governing Law from Sales Agreement

Governing Law. This Amendment shall be governed by, and construed in accordance with laws of the State of New York without regard to the principles of conflicts of laws.

Governing Law from Assignment and Assumption Agreement

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into and effective as of June 29, 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 Amendment to Rights Agreement

This Second Amendment (this "Amendment"), dated as of June 26, 2017, to the Rights Agreement, dated as of March 28, 2016 (the "Rights Agreement"), as amended on March 24, 2017, is between Sinovac Biotech Ltd., a company limited by shares under the laws of Antigua and Barbuda company (the "Company"), and Pacific Stock Transfer Company (the "Rights Agent"), and shall be effective immediately prior to the Company's entry into that certain Amalgamation Agreement (as it may be amended from time to time, the "Amalgamation Agreement") to be entered into by and among Sinovac (Cayman) Limited, an exempted limited liability company incorporated with limited liability under the laws of the Cayman Islands ("Parent"), Sinovac Amalgamation Sub Limited, an international business corporation incorporated under the laws of Antigua and Barbuda and a wholly-owned subsidiary of Parent, and the Company; provided, however, if (i) the Amalgamation Agreement is not executed as of even date herewith, or (ii) t

Governing Law. This Amendment shall be deemed to be a contract made under the internal 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 Transition Agreement

Maurice Carson (hereafter referred to as the Employee) has notified Ichor Systems, Inc. (hereafter referred to as the Company) and Ichor Holdings, Ltd. (hereafter referred to as Parent) that he desires to retire. In respect of the Employees desires and in order to provide for appropriate succession of the Employees role and responsibilities within the Company, the parties mutually desire to establish a transition plan and define their rights and liabilities with respect to one another upon the Employees ultimate separation from the Company. Accordingly, the parties agree as follows:

Governing Law. The laws of the State of California applicable to contracts executed solely in California and to be performed entirely within that State shall govern the construction and enforcement of this Agreement, except that this Agreement shall be interpreted as through drafted jointly by the Employee and the Company.

GOVERNING LAW from Warrant to Purchase Common Stock

OpGen, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ___________________________, 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 surrender 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 Initial Exercisability Date (as defined below), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ___________________ fully paid non-assessable shares of Common Stock, par value $0.01 per share, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in th

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 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. 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 8(i) above or such other address as the Company subsequently delivers to the Holder 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. 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, 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.