This Agreement (and all controversies which may arise between the parties related to or arising from this Agreement) is governed by the laws of the State of  New York, without regard to conflicts of law principles. The parties agree that the exclusive venue for disputes under this Agreement shall be the state and federal courts located in New York County, New York. This Agreement will be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. The parties agree to waive trial by jury in any action, proceeding or counterclaim brought by or on behalf of any party with respect to any matter whatsoever relating to or arising from this Agreement, the engagement of Brookline hereunder or the Offering. The prevailing party in any legal proceeding between the parties hereto shall be entitled to collect any costs, disbursements and reasonable attorney’s fees from the other party.