Subject to any applicable provisions of United States federal law (including, without limitation, Section 423(b) of the Code), and except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which shall be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation, administration and effect of the Plan and any rules, regulations, and actions relating to the Plan shall be governed by and construed exclusively in accordance with the laws of the State of Delaware in the United States of America, notwithstanding the conflicts of laws principles of any jurisdictions. Participants under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the State of Delaware in the United States of America to resolve any and all issues that may arise out of or relate to the Plan or any related subscription agreement.