United States Uses in Governing Law Clause

Governing Law from Authorized Participant Agreement

This AUTHORIZED PARTICIPANT AGREEMENT (this "Agreement") dated as of _____________, 2017, by and among (i) [Name of Authorized Participant], a [AP Entity Type] organized under the laws of [Jurisdiction of AP] (the "Authorized Participant"), (ii) The Bank of New York Mellon, a New York banking corporation acting in its capacity as trustee (in such capacity, the "Trustee") of the Trust(s) listed on the attached Schedule A, which is a part of this Agreement, (each, a "Trust" and, collectively, the "Trusts"), with each Trust created under New York law pursuant to its respective Depositary Trust Agreement identified on the attached Schedule A (each a "Trust Agreement" and, collectively, the "Trust Agreements"), and (iii) GraniteShares LLC, in its capacity as sponsor of each Trust (in such capacity, the "Sponsor").

Governing Law. This Agreement and all the transactions hereunder shall be governed by and interpreted in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict law principles) as to all matters, including, without limitation, matters of validity, construction, effect, performance and remedies. The parties irrevocably submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in New York City over any suit, action or proceeding arising out of, or relating to, this Agreement.

Governing Law from Incentive Stock Option Agreement

THIS AGREEMENT (together with Schedule A attached hereto, the "Agreement"), effective as of the date specified as the "Grant Date" on Schedule A attached hereto, is between CATALYST BIOSCIENCES, INC., a Delaware corporation (the "Company"), and the individual identified on Schedule A attached hereto, an Employee of the Company or an Affiliate (the "Participant").

Governing Law. Except as otherwise provided in the Plan or herein, this Agreement shall be construed and enforced according to the laws of the State of Delaware, without regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States.

Governing Law from Nonqualified Stock Option Agreement

THIS AGREEMENT (together with Schedule A attached hereto, the "Agreement"), effective as of the date specified as the "Grant Date" on Schedule A attached hereto, is between CATALYST BIOSCIENCES, INC., a Delaware corporation (the "Company"), and the individual identified on Schedule A attached hereto, an Employee of the Company or an Affiliate (the "Participant").

Governing Law. Except as otherwise provided in the Plan or herein, this Agreement shall be construed and enforced according to the laws of the State of Delaware, without regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States.

Governing Law from Separation Agreement

This Separation Agreement (the Agreement) by and between Casi DeYoung (Executive) and Mirna Therapeutics, Inc., a Delaware corporation (the Company), is made effective eight (8) days after Executives signature hereto (the Effective Date), unless Executive revokes her acceptance of this Agreement as provided in Section 5(c) below, with reference to the following facts:

Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Texas or, where applicable, United States federal law, in each case, without regard to any conflicts of laws provisions or those of any state other than Texas.

GOVERNING LAW

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 to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement Agent's address shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action or proceeding. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law from Stock Option Plan

Governing Law. To the extent not governed by the laws of the United States, this Plan shall be governed by and construed in accordance with the laws of the State of California.

Governing Law from Stock Option Award Agreement

Unless otherwise defined herein, the terms defined in the 2014 Employment Commencement Incentive Plan, as amended, (the Plan) will have the same defined meanings in this Performance Stock Option Award Agreement (the Award Agreement).

Governing Law. This Award Agreement will be governed by the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation will be conducted in the state courts of Delaware, or the federal courts for the United States for the District of Delaware, and no other courts, where this Option is made and/or to be performed.

Governing Law from Restricted Stock Award Agreement

THIS AGREEMENT (together with Schedule A attached hereto, the "Agreement"), effective as of the date specified as the "Grant Date" on Schedule A attached hereto, is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and an Employee, Director or Consultant of the Company or an Affiliate, as identified on Schedule A attached hereto (the "Participant").

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States.

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.

Governing Law from Employee Stock Purchase Plan

The following constitute the provisions of the 2000 Employee Stock Purchase Plan of DURECT Corporation, as amended and restated effective as of the Restatement Effective Date (as defined below).

Governing Law. The Plan is to be construed in accordance with and governed by the internal laws of the State of California (as permitted by Section 1646.5 of the California Civil Code, or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties, except to the extent the internal laws of the State of California are superseded by the laws of the United States. Should any provision of the Plan be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.