the State Uses in Governing Law Clause

Governing Law from Executive Employment Agreement

This Executive Employment Agreement (the "Agreement") entered into between Mawae Rex Morton ("Executive"), and Cyanotech Corporation (the "Company"), will be effective upon execution by both parties.

Governing Law. This Agreement shall be governed by the laws of the State of Hawaii.

Governing Law from Management Services Agreement

This MANAGEMENT SERVICES AGREEMENT is entered into as of this 10th day of July, 2017, by and between BDC FLORIDA, LLC, a Florida Limited Liability Company with a principal place of business at 411 7th Street, West Palm Beach, Florida 33401 ("BDCF") and EXPERIENCE ART AND DESIGN, INC., a Nevada corporation with a principal place of business at 7260 W. Azure Drive, Suite 140-952, Las Vegas, NV 89130 ("Manager").

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 2

Governing Law from Indenture

THIS TENTH SUPPLEMENTAL SUBORDINATED DEBT INDENTURE (Supplemental Indenture) is dated as of July 7, 2017 between THE GOLDMAN SACHS GROUP, INC., a Delaware corporation, as the Company, and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Trustee. All terms used in this Supplemental Indenture which are defined in the Subordinated Debt Indenture dated as of February 20, 2004 between said parties, as supplemented or amended prior to the date hereof (the Original Indenture), and are not otherwise defined in this Supplemental Indenture, shall have the meanings assigned to them in the Original Indenture.

Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Governing Law from Promissory Note

This Amendment No. 1 to the Promissory Note (this "Amendment") is made and entered into effective as of February 8, 2017 (the "Effective Date"), by and among root9B Holdings, Inc., a Delaware corporation (the "Corporation") and Joseph J. Grano, Jr. (the "Holder").

Governing Law. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York.

GOVERNING LAW from Pledge Agreement

THIS PLEDGE AGREEMENT (herein Agreement) made and entered into this 30th day of June, 2017, by and between SOUTHERN FIRST BANCSHARES, INC., a South Carolina corporation (herein Pledgor or Borrower), having an address of 100 Verdae Boulevard, Suite 100, Greenville, South Carolina 29606 and CENTERSTATE BANK, NATIONAL ASSOCIATION, a national banking association (herein Bank), having an address of 1101 1st Street South, Winter Haven, Florida 33880.

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws, regardless of the citizenship, residency, location or domicile of Pledgor.

Governing Law from Separation Agreement and General Release

This Separation Agreement and General Release (Agreement or Release) is entered into by and between Superior Industries International, Inc. (Employer) and Kerry A. Shiba (Employee).

Governing Law. This Agreement and its enforceability shall be construed in accordance with the laws of the State of Michigan.

Governing Law from Credit Agreement

This Agreement and Amendment No. 3 to Credit Agreement (this "Agreement") dated as of June 27, 2017 (the "Amendment Effective Date") is among Oceaneering International, Inc., a Delaware corporation (the "Borrower"), ABN AMRO Capital USA LLC ("ABN"), the other Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as Swing Line Lender (as defined in the Credit Agreement described below).

Governing Law. This Agreement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the the State (organization) values">General Obligations Law of the State of New York).

Governing Law from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2017, is entered into by and between REALBIZ MEDIA GROUP, INC., Delaware corporation (the "Company"), and EMA Financial, LLC, a Delaware limited liability company (the "Purchaser").

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. 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 Agreement or any other agreement delivered in connection herewith 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 any agreement. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other transaction document contemplated hereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement 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 other manner permitted by law.

Governing Law

THIS EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this "Agreement") is made and entered into as of June 21, 2017 (the "Effective Date") by and between MITEK SYSTEMS, INC., a Delaware corporation (the "Company"), and Jeffrey C. Davison (the "Executive"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Appendix A hereto.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws (other than conflicts of laws principles) of the State of California applicable to contracts executed in and to be performed entirely within such state by residents of such state.

Governing Law from Incentive Plan

Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Texas.