State Uses in Governing Law Clause

Governing Law from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ] of the Initial Issuance Date (the "Initial Exercise Date") and on or prior to the close of business on the fifth year anniversary of the Initial Issuance Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Reeds, Inc., a Delaware corporation (the "Company"), up to [ ] shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Warrant Exercise Agreement by and between the Holder and the Company dated July 13, 2017.

Governing Law. This Warrant shall be 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. 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.

Governing Law from Termination Agreement

This TERMINATION AGREEMENT (this "Agreement"), dated May 23, 2017, to be effective as of May 16, 2017, is by and between Camber Energy, Inc., a Nevada corporation ("Camber"), and Richard N. Azar, II ("Azar").

Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Texas, without giving effect to any choice of law or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Texas (organization) values">State of Texas (location) values">State of Texas to be applied. In furtherance of the foregoing, the internal law of the State of Texas shall control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

Governing Law from Severance Plan

WHEREAS, ClubCorp USA, Inc. (the "Company"), has established this ClubCorp, Inc. Change of Control Severance Plan (the "Plan"), effective July 9, 2017 (the "Effective Date"), for the benefit of certain Eligible Employees. The purpose of this Plan is to provide severance benefits to Participants who experience a qualifying termination in connection with a Change of Control occurring on or after the Effective Date.

Governing Law. It is intended that the Plan be an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA, and the Plan shall be administered in a manner consistent with such intent. The Plan and all rights hereunder shall be governed, construed and interpreted in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and, to the extent not preempted by federal law, the laws of the State of Texas.

Governing Law from Severance Plan

WHEREAS, ClubCorp USA, Inc. (the "Company"), has established this ClubCorp, Inc. Change of Control Severance Plan (the "Plan"), effective July 9, 2017 (the "Effective Date"), for the benefit of certain Eligible Employees. The purpose of this Plan is to provide severance benefits to Participants who experience a qualifying termination in connection with a Change of Control occurring on or after the Effective Date.

Governing Law. It is intended that the Plan be an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA, and the Plan shall be administered in a manner consistent with such intent. The Plan and all rights hereunder shall be governed, construed and interpreted in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and, to the extent not preempted by federal law, the laws of the State of Texas.

Governing Law from Secured Promissory Note

This Note has been entered into pursuant to the terms of a loan agreement among the Borrower and Holder dated of even date herewith (the "Loan Agreement"). Capitalized terms not defined herein shall have the meanings set forth in the Loan Agreement.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by this Agreement must be brought only in the civil or state courts of New York or in the federal courts located in the State and county of New York. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower's obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder. This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder's rights hereunder or Borrower's obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

Governing Law from Amendment to Loan Agreement

THIS SECOND AMENDMENT TO LOAN AGREEMENT (the Second Amendment) dated as of the 30th day of June, 2017, to the Loan Agreement (the Loan Agreement), made and entered into as of June 30, 2013, by and among FIRST FINANCIAL BANKSHARES, INC., a Texas corporation (the Borrower) and FROST BANK, a Texas state bank (the Lender). All capitalized terms not otherwise defined herein shall have the meaning ascribed to each of them in the Loan Agreement.

Governing Law. This Second Amendment shall be governed by and construed in all respects in accordance with the laws of the State of Texas and any applicable laws of the States of America (location) values">United States of America, including construction, validity and performance.

Governing Law from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of , 2017 by and among Dole Food Company, Inc., a North Carolina corporation (the Company), and [DFC Holdings LLC, a Delaware limited liability company] (the Original Holder).

Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.

Governing Law from Convertible Note

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by this Agreement must be brought only in the civil or state courts of New York or in the federal courts located in the State and county of New York. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower's obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder. This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder's rights hereunder or Borrower's obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

Governing Law from Director Agreement

This Director Agreement (this Agreement) is made effective as of April 1, 2017 (the Effective Date), by and between Chiasma (Israel) Ltd., with its registered office at Golda Meir 5 Rehovot, Israel (Company), and Dr. Roni Mamluk (Director).

Governing Law. This Agreement shall be construed under the laws of the State of Israel without regard to conflict of law provisions thereof. The parties submit to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa in any dispute related to this Agreement.

Governing Law from Supplemental Indenture

EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 9, 2017 (this Supplemental Indenture), between Navient Corporation, a Delaware corporation (the Company), and The Bank of New York Mellon, a New York banking corporation, as trustee (the Trustee).

Governing Law. This Supplemental Indenture and each Additional Note shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.