Governing Law Contract Clauses (30,438)

Governing Law. This is a California contract and shall be construed and enforced under and be governed in all respects by the laws of the State of California, without regard to the conflict of laws principles thereof, and, for the avoidance of doubt, shall include both the statutory and common law of California, except to the extent preempted by federal law. [Remainder of page intentionally left blank. Signature page follows immediately.]

Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF TEXAS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS TO BE APPLIED.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles. The parties agree that any action or proceeding arising directly, indirectly or otherwise in connection with, out of, related to or from this Agreement, any breach hereof or any action covered hereby, shall be resolved within the State of Delaware and the parties hereto consent and submit to the jurisdiction of the federal and state court...s located within the District of Delaware. The parties hereto further agree that any such action or proceeding brought by either party to enforce any right, assert any claim, obtain any relief whatsoever in connection with this Agreement shall be brought by such party exclusively in federal or state courts located within the District of Delaware. [Remainder of page intentionally left blank. Signature page follows.] 5 The foregoing LTIP Unit Vesting Agreement is hereby agreed to by the Company, the Partnership and the Grantee on the date shown below. Date: August 3, 2016 COMPANY: Bluerock Residential Growth REIT, Inc. a Maryland corporation By: /s/ R. Ramin Kamfar Name: R. Ramin Kamfar Title: President and CEO PARTNERSHIP: Bluerock Residential Holdings, L.P. a Delaware limited partnership By: Bluerock Residential Growth REIT, Inc., its General Partner By: /s/ R. Ramin Kamfar Name: R. Ramin Kamfar Title: President and CEO GRANTEE: BRG Manager, LLC a Delaware limited liability company By: /s/ R. Ramin Kamfar Name: R. Ramin Kamfar Title: Authorized Signatory Grantee's address: c/o Bluerock Real Estate, L.L.C. 712 Fifth Avenue, 9th Floor New York, NY 10019 Attn: R. Ramin Kamfar & Michael L. Konig 6 EX-10.33 9 v451212_ex10-33.htm EXHIBIT 10.33 Exhibit 10.33 LTIP UNIT VESTING AGREEMENT Under the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities Name of Grantee: BRG Manager, LLC No. of LTIP Units: 176,610 Grant Date: August 3, 2016 Final Acceptance Date: August 3, 2016 Pursuant to the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities, dated effective as of May 28, 2015 (the "Plan"), and the Second Amended and Restated Agreement of Limited Partnership, dated April 2, 2014, as amended (the "Partnership Agreement") of Bluerock Residential Holdings, L.P., a Delaware limited partnership (the "Partnership"), Bluerock Residential Growth REIT, Inc., a Maryland corporation and the general partner of the Partnership (the "Company"), and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, pursuant to that certain Management Agreement among the Company, the Partnership and the Grantee dated as of April 2, 2014 (the "Management Agreement"), hereby grants to the Grantee named above an Other Equity-Based Award (as defined in the Plan) (an "Award") in the form of, and by causing the Partnership to issue to the Grantee named above, the number of LTIP Units (as defined in the Partnership Agreement) specified above having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement. Upon acceptance of this LTIP Unit Vesting Agreement (this "Agreement"), the Grantee shall receive, effective as of the Grant Date, the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein and in the Partnership Agreement. View More

Governing Law. This Agreement and the Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or the Note and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Nevada. The other provisions of Sections 12.4, 12.5 and 12.6 of the Note are incorporated herein, mutatis mutandis, as if a part hereof. 4 18. Counterparts. This Agreement... and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and the Note constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. View More

Governing Law. EXCEPT IN THE CASE OF THE MANDATORY FORUM SELECTION CLAUSE SET FORTH HEREIN, THIS AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE LOAN DOCUMENTS AND THE REVOLVING NOTE SHALL BE SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

Governing Law. The provisions of this Agreement will be construed and interpreted in accordance with the laws of the State of New York, as at the time in effect, applicable provisions of the Federal Securities Laws and the rules and interpretations thereunder and the applicable requirements of FINRA, without regard to New York conflicts of laws principles. To the extent that the applicable law of the State of New York, or any of the provisions in this Agreement, conflict with the applicable provisions of the S...ecurities Laws and rules thereunder or other federal laws and regulations which may be applicable, the latter will control. View More

Governing Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

Governing Law. This Warrant and the performance of the transactions and obligations of the parties hereunder shall be construed and enforced in accordance with and governed by the laws, other than the conflict of laws rules, of the State of Delaware. Dated: July __, 2016 CV SCIENCES, INC. By: Name: Michael Mona, Jr. Title: President and CEO Agreed and Accepted: By: Name: Bart Mackay 5 NOTICE OF EXERCISE (To be completed and signed only on an exercise of the Warrant.) TO: CV Sciences, Inc. RE: Common Stock Purc...hase Warrant (7/__/2016) (the "Warrant") 1.The undersigned hereby elects to purchase _________ shares of ____________ pursuant to the terms of the attached Warrant. ___The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 2 of the Warrant. CV SCIENCES, INC. WARRANT TO PURCHASE COMMON STOCK FOR VALUE RECEIVED, CV Sciences, Inc., a Delaware corporation (the "Company"), hereby grants to Bart Mackay, an individual ("Holder"), the right to purchase 100,000 shares of the Company's Common Stock ("Shares"). The exercise price per Share (the "Purchase Price") of the warrants granted hereby shall equal $0.368 per Share. The Purchase Price and the number of Shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. This Warrant may be exercised at any time and from time to time (the "Exercise Period") prior to the five (5) year anniversary of the date hereof (the "Expiration Date"). This Warrant shall expire and be of no further force or effect at the earlier of the time when it has been exercised or 5:00 p.m., California time, on the Expiration Date. View More

Governing Law. Subject to any applicable provisions of 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 c...onstrued exclusively in accordance with the laws of the State of Delaware, notwithstanding the conflicts of laws principles of any jurisdictions. 13 EX-10.3 7 d291464dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 SMART SAND, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. This Smart Sand, Inc. 2016 Employee Stock Purchase Plan (the "Plan") is intended to advance the interests Smart Sand, Inc., a Delaware corporation, or any successor thereto (the "Company"), and its stockholders by providing Eligible Employees of the Company and each Designated Subsidiary with opportunities to acquire Shares on favorable terms through payroll deductions. The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and will be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code. View More

Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall exclusively be governed by and construed in accordance with the laws of Switzerland, to the exclusion of its conflict of law rules.