The laws of the State of Delaware shall govern all questions concerning the relative rights of the Company and the Holder.  Delaware law shall govern the interpretation, construction and enforcement of this Warrant, and all transactions contemplated hereby, notwithstanding any state’s choice of law rules to the contrary. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, in any actions arising out of or relating to this Warrant and waive any other venue to which any party might be entitled by domicile or otherwise.