This Agreement will be deemed to be a contract made under the laws of the State of New Jersey and for all purposes will be governed by and construed in accordance with the internal laws of said State except to the extent that the General Corporation Law of the State of Delaware shall apply to the internal corporate governance of the Issuer. The parties hereto irrevocably consent to the jurisdiction of the state and federal courts sitting in Mercer County New Jersey in connection with any action, suit or proceeding arising out of or relating to this Agreement.