Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Utah without regard to its conflict of laws provisions. The Parties also agree that this Option Agreement shall be deemed to have been entered into in Utah, and the Parties agree that the Utah Courts will have jurisdiction over the Parties and this Option Agreement, and be the venue of any dispute that may arise between them. Grantee waives any claim that Utah Courts would be an inconvenient forum to address disputes between them.

Section # Governing Law; Venue. This Agreement shall be governed by and interpreted and enforced in accordance with the internal laws of the State of Utah, without regard to its choice of laws and conflicts of laws provisions or principles. Any judicial proceeding brought against any of the parties to this Agreement on any dispute arising out of this Agreement or any matter related hereto shall be brought in the state courts of Utah having jurisdiction in Salt Lake County, [[Address C:Address]] or the United States District Court therein. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS WAIVED.