Arbitration. Except for claims for injunctive relief, which may be sought from any court having jurisdiction any claim arising out of or relating to this Agreement and the Transaction Documents, including without limitation their respective validity, interpretation, enforceability or breach, and any related tort law theories, which are not settled by agreement between the parties, shall # first be submitted to good faith mediation between parties’ counsels, and # if mediation does not produce an agreed solution within thirty (30) days after notice of claim is first given, then either party may submit the dispute to arbitration in accordance with the provisions hereof. Any and all disputes, controversies or differences in opinion shall be finally resolved through arbitration in accordance with the arbitration rules and procedures of the Nevada Arbitration Association, by one arbitrator appointed in accordance with the said rules. Such proceedings shall take place in [[Address A:Address]] and shall be conducted in the English language. Except as provided herein, each party agrees that such arbitration is its exclusive remedy and expressly waives any right to seek redress in any other forum. The fees of any mediator or arbitrator shall be borne equally by each party until the conclusion of any arbitration. The non-prevailing party in any arbitration shall reimburse the prevailing party for its reasonable attorneys, accountants and expert fees and related expenses and for the costs of the arbitration and mediation proceeding (including the fees of the mediator and arbitrator), unless the arbitrator finds that the prevailing party did not make a good faith effort to resolve the matter through mediation, in which case each party shall bear its own such expenses. The parties shall keep all matters relating to any dispute confidential. Each of the parties waives any defense of inconvenient forum to the maintenance of any Action or Proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any Action or Proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 8.6 hereof. Nothing in this Section, however, shall affect the right of any party to serve legal process in any other manner permitted by law or to enforce any arbitral award or judgment in any court of competent jurisdiction. Each party agrees that a final judgment in any action so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

The corporate laws of the State of Nevada shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state courts sitting in the State of California, County of Los Angeles and federal courts sitting in the State of California, County of Los Angeles, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. Except as otherwise provided herein, all controversies, disputes or actions between the Parties arising out of the transactions contemplated by this Agreement or this Agreement, including their respective Affiliate(s), owners, officers, directors, agents and employees, arising from or relating to this Agreement shall first be subject to mediation with a mediator to be mutually agreed by the Parties, and provided that if the Parties cannot agree on a mediator within 5 Business Days of the commencement of such efforts, each of the Parties shall select one mediator within 3 additional Business Days and the two mediators so selected shall jointly select the sole mediator who shall hear the controversy, dispute or action. Any mediation shall be held at the offices of Judicial Arbiter Group located in Denver, Colorado (provided that if Judicial Arbiter Group no longer has an officer in Denver, Colorado at such time or such offices are not available for any reason, the Parties shall jointly select an alternate location in Denver, Colorado) and the Parties shall equally share the costs of mediation. If the Parties have not resolved their dispute within thirty (30) days of the date the mediation is commenced, the dispute or action shall, on demand of either party to this Agreement, be submitted for arbitration to in accordance with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly selected by each party to this Agreement who is a party to the dispute, provided, however, that if such Parties are unable to agree on the identity of the arbitrator within 10 Business Days of commencement of efforts to do so, each party to this Agreement who is a party to the dispute shall select one arbitrator and the arbitrators so selected shall select a final arbitrator, and the final arbitrator shall conduct the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedures) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall be barred. The arbitrator shall be instructed to use every reasonable effort to perform its services within seven Business Days of request, and, in any case, as soon as practicable. The Parties agree to be bound by the provisions of any limitation on the period of time by which claims must be brought under Nevada law or any applicable federal law. The arbitrator(s) shall have the right to award the relief which he or she deems proper, consistent with the terms of this Agreement, including compensatory damages (with interest on unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and decision of the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United States Arbitration Act. The arbitration shall be conducted in Los Angeles, CA. The provisions of this Section 11(c) shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.