Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State of California without regard to conflict of law provisions. The parties hereto irrevocable # agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions 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, County of Orange in any such suit, action or proceeding.

Governing Law; Jurisdiction.Jurisdiction; Venue. This Agreement shallwill be governed by and construed in accordance with the lawlaws of the State of California, without giving effect to any conflicts of laws principles. Courts of competent authority located in Orange County, California without regard to conflictshall have sole and exclusive jurisdiction of law provisions. The parties hereto irrevocable # agree that any legal suit, action or proceeding arising out of or based uponin connection with this Agreement or the transactions contemplated herebyAgreement, and such courts 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 ofsole and exclusive venue offor any such proceeding oraction. Each party consents to the convenience of the forum and # submit to the exclusivepersonal jurisdiction of any federal or state court in the State of California, County of Orange in any such suit, action or proceeding.courts

Governing Law; Jurisdiction.Jurisdiction; Prevailing Parties. This Agreement shall be governed by and construed exclusively in accordance with the lawinternal laws of the Statestate of CaliforniaCalifornia, without regard to conflictthe conflicts of law provisions.laws principles thereof. The parties hereto irrevocable #hereby irrevocably agree that any legal suit, actionsuit or proceeding arising out of directly and/or based uponindirectly pursuant to or under this Agreement or the transactions contemplated hereby shall be institutedbrought solely in anya federal or state court onlylocated in the County of Orange, California, # waive,State of California. By execution hereof, the parties hereby covenant and irrevocably submit to the fullest extent itjurisdiction 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 effectively do so under applicable law,be served upon any objection which they may nowof them personally, or hereafter haveby certified mail or registered mail addressed to them or their agent, returned receipt requested, with the layingsame force and effect as personally served upon them in the state of venueCalifornia. 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 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, County of Orange in any such suit, action or proceeding.proceeding, the party prevailing therein shall be entitled to payment from the other party to such action of its reasonably attorney’s fees and disbursements.

Governing Law; Jurisdiction.Law: Exclusive Jurisdiction and Venue. This Agreement and the rights of the Parties hereunder shall be interpreted, construed, and governed by and construed in accordance withaccording to the lawlaws of the State of CaliforniaCalifornia, including all matters of construction, validity, performance, and enforcement and without regardgiving effect to the principles of conflict of law provisions.laws. The parties hereto irrevocable #Parties agree that any legal suit, action or proceeding arising outthe Courts of or based upon this Agreement or the transactions 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 hereafterState of California shall have to the laying of venue of any such proceeding or to the convenience of the forumsole and # submit to the exclusive jurisdiction and venue for the resolution of any federal or state court inall disputes arising under the Stateterms of California, County of Orange in any such suit, action or proceeding.this Agreement and the transactions contemplated herein.

Governing Law;Law and Jurisdiction. This Agreement shallwill be governed byby, and construed in accordance withwith, the lawlaws of the State of California without regardreference to its conflict of lawlaws provisions. The parties hereto irrevocable # agree thatWith respect to any legal suit, action or proceedingdispute arising out of or based uponrelated to this Agreement orAgreement, the transactions 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 # submitparties consent to the exclusive jurisdiction of anyof, and venue in, the federal orand state courtcourts located in the State of California, County of Orange in any such suit, action or proceeding.Los Angeles County, California.

Governing Law; Jurisdiction.Law, Jurisdiction and Venue. This Agreement shallwill be governed by and construed in accordance with the lawlaws of the State of CaliforniaCalifornia, without regardgiving effect to that body of laws pertaining to conflict of law provisions.laws. The parties hereto irrevocable # agree that any legal suit, action brought by any party under or proceeding arising outin relation to this Agreement, including without limitation to interpret or enforce any provision of or based upon this Agreement or the transactions contemplated herebyAgreement, shall be instituted in any federal or state court only in the County of Orange, California, # waive,brought in, and each party agrees 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 #does hereby submit to the exclusive jurisdiction ofand venue of, any state or federal or state court located in the StateNorthern District of California, County of Orange in any such suit, action or proceeding.California.

Governing Law; Jurisdiction.Law and Venue. This Agreement shallwill be governed by and construed in accordance with the lawlaws of the United States and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to conflictthe conflicts of law provisions. The parties hereto irrevocable # agreelaws 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 legal suit, action or proceeding arising outsuch court shall have in personam jurisdiction over it and consents to service of or based upon this Agreement or the transactions contemplated hereby shall be institutedprocess 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, County of Orange in any such suit, action or proceeding.manner authorized by California law.

Governing Law; Jurisdiction.Law and Venue. This Agreement shallis to be governed by and construed in accordance with the lawlaws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to conflictthe conflicts of law provisions. Thelaws principles thereof. Except as provided in Sections 5 and 7, any suit brought hereon shall be brought in the state or federal courts sitting in San Diego, California, the parties hereto irrevocable # agreehereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any legal suit, action or proceeding arising outsuch court shall have in personam jurisdiction over it and consents to service of or based upon this Agreement or the transactions contemplated hereby shall be institutedprocess 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, County of Orange in any such suit, action or proceeding.manner authorized by California law.

Governing Law; Jurisdiction.Law and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed bygoverned, construed and construedinterpreted in accordance with the lawlaws of the State of CaliforniaCalifornia, without regardgiving effect to conflictprinciples of law provisions. Theconflicts of law. Each of the parties hereto irrevocable # agree thatirrevocably submits to the jurisdiction of the courts of San Diego County for the purpose of any legal suit, actionaction, proceeding or proceedingjudgment relating to or arising out of or based upon this Agreement orand the transactions 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, County of Orange in any such suit, action or proceeding.hereby.

Governing Law; Jurisdiction.Law. This Agreement shallwill be governed by and construed in accordance with the lawlaws of the State of California without regardreference to conflict of law provisions. Thelaws provisions, and the parties hereto irrevocable # agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions 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 anythe state and federal or state court incourts of the State of California, County of Orange in any such suit, action or proceeding.California.