Governing Law: Exclusive Jurisdiction and Venue. This Agreement and the rights of the Parties hereunder shall be interpreted, construed, and governed according to the laws of the State of California, including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that the Courts of the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.

Governing Law: Exclusive Jurisdiction andLaw; Jurisdiction; Venue. This Agreement will be governed by and the rights of the Parties hereunder shall be interpreted, construed, and governed according toconstrued in accordance with the laws of the State of California, including all matters of construction, validity, performance, and enforcement and without giving effect to the principlesany conflicts of conflict of laws. The Parties agree that thelaws principles. Courts of the County of Orange, State ofcompetent authority located in Orange County, California shall have sole and exclusive jurisdiction of any action arising out of or in connection with this Agreement, and such courts shall be the sole and exclusive venue for the resolutionany such action. Each party consents to personal jurisdiction of all disputes arising under the terms of this Agreement and the transactions contemplated herein.such courts

Governing Law: Exclusive Jurisdiction and Venue.Law; Jurisdiction. This Agreement and the rights of the Parties hereunder shall be interpreted, construed,governed by and governed according toconstrued in accordance with the lawslaw of the State of California, including all matters of construction, validity, performance, and enforcement andCalifornia without giving effectregard to the principles of conflict of laws.law provisions. The Partiesparties hereto irrevocable # agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the Courts oftransactions contemplated hereby shall be instituted in any federal or state court only in the County of Orange, California, # waive, to the fullest extent it may effectively do so under applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and # submit to the exclusive jurisdiction of any federal or state court in the State of California shall have sole and exclusive jurisdiction and venue for the resolutionCalifornia, County of all disputes arising under the terms of this Agreement and the transactions contemplated herein.Orange in any such suit, action or proceeding.

Governing Law: Exclusive Jurisdiction and Venue.Law; Jurisdiction; Prevailing Parties. This Agreement and the rights of the Parties hereunder shall be interpreted, construed,governed by and governed according toconstrued exclusively in accordance with the internal laws of the Statestate of California, including all matters of construction, validity, performance, and enforcement and without giving effectregard to the conflicts of laws principles of conflict of laws.thereof. The Partiesparties hereby irrevocably agree that the Courts ofany suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the County of Orange, State of CaliforniaCalifornia. By execution hereof, the parties hereby covenant and irrevocably submit to the jurisdiction of the federal and state courts located in the County of Orange, State of California, and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail addressed to them or their agent, returned receipt requested, with the same force and effect as personally served upon them in the state of California. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall have solebe entitled to payment from the other party to such action of its reasonably attorney’s fees and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.disbursements.

Governing Law: ExclusiveLaw, Jurisdiction and Venue. This Agreement will be governed by and the rights of the Parties hereunder shall be interpreted, construed, and governed according toconstrued in accordance with the laws of the State of California, including all matters of construction, validity, performance, and enforcement and without giving effect to the principlesthat body of laws pertaining to conflict of laws. The Partiesparties agree that the Courtsany action brought by any party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of the County of Orange, State of Californiathis Agreement, shall have solebe brought in, and exclusiveeach party agrees to and does hereby submit to the jurisdiction and venue forof, any state or federal court located in the resolutionNorthern District of all disputes arising under the terms of this Agreement and the transactions contemplated herein.California.

Governing Law: Exclusive JurisdictionLaw and Venue.Jurisdiction. This Agreement will be governed by, and the rights of the Parties hereunder shall be interpreted, construed, and governed according toconstrued in accordance with, the laws of the State of California, including all mattersCalifornia without reference to its conflict of construction, validity, performance, and enforcement and without giving effectlaws provisions. With respect to any dispute arising out of or related to this Agreement, the parties consent to the principles of conflict of laws. The Parties agree that the Courts of the County of Orange, State of California shall have sole and exclusive jurisdiction of, and venue forin, the resolution of all disputes arising under the terms of this Agreementfederal and the transactions contemplated herein.state courts located in Los Angeles County, California.

Governing Law: Exclusive JurisdictionLaw and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereunderparties hereto shall be interpreted, construed,governed, construed and governed according tointerpreted in accordance with the laws of the State of California, including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflictconflicts of laws. The Parties agree that the Courtslaw. Each of the Countyparties hereto irrevocably submits to the jurisdiction of Orange, Statethe courts of California shall have sole and exclusive jurisdiction and venueSan Diego County for the resolutionpurpose of all disputesany suit, action, proceeding or judgment relating to or arising under the termsout of this Agreement and the transactions contemplated herein.hereby.

Governing Law: Exclusive JurisdictionLaw and Venue. This Agreement will be governed by and the rights of the Parties hereunder shall be interpreted, construed, and governed according toconstrued in accordance with the laws of the State of California, including all matters of construction, validity, performance,United States and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that the Courts of the County of Orange, State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Santa Clara County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have solein personam jurisdiction over it and exclusive jurisdiction and venue for the resolutionconsents to service of all disputes arising under the terms of this Agreement and the transactions contemplated herein.process in any manner authorized by California law.

Governing Law: Exclusive JurisdictionLaw and Venue. This Agreement and the rights of the Parties hereunder shall be interpreted, construed,governed in all respects by and governed according toconstrued in accordance with the laws of the State of California, including all mattersCalifornia without regard to conflicts of construction, validity, performance, and enforcement and without giving effect tolaw provisions. Any litigation between the principles of conflict of laws. The Parties agree thatparties shall be conducted in the Courtsstate or federal courts of the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.California.

Governing Law: Exclusive JurisdictionLaw and Venue. This Agreement and the rights of the Parties hereunder shall be interpreted, construed,governed and governed according toconstrued in accordance with the laws of the State of California, including all matters of construction, validity, performance, and enforcement and without giving effect to theany principles of conflictconflicts of laws. The Parties agree that the CourtsEach of the Parties hereby agrees and consents that any action or proceeding relating to this Agreement shall be brought in a Federal or State court sitting in the State of California, County of Orange, State of California shall have soleKern, and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.in no other court.