Governing Law; Jurisdiction. This Management Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to conflicts of laws principles that would result in the application of the law of any other state. Each Party hereto irrevocably submits to the exclusive jurisdiction of the State of Nevada for purposes of any claim, action or proceeding arising out of this Management Agreement or any transaction contemplated hereby. The Parties agree that all disputes between them arising out of or relating to this Management Agreement shall be adjudicated only in the state courts situated in Clark County, Nevada. Each Party hereto further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s address set forth under such Party’s signature on the signature page hereto shall be effective service of process for any claim, action or proceeding with respect to any matters to which it has submitted to jurisdiction.

Governing Law; Jurisdiction. This Management Agreement shall be governed by, enforced, and construed under and in accordance with,with the laws of the United States of America and, with respect to the matters of State law, with the laws of the State of Nevada. Venue for all matters shall be in Clark County, Nevada, without giving effect to principles of conflicts of laws principleslaw there under. Each of the Parties irrevocably consents and agrees that would resultany legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the applicationfederal courts of the lawUnited States. By execution and delivery of any other state. Eachthis Agreement, each Party hereto irrevocably submits to the exclusive jurisdiction of the State of Nevada for purposes of any claim, action or proceeding arising out of this Management Agreement or any transaction contemplated hereby. The Parties agree that all disputes between them arising out of or relating to this Management Agreement shall be adjudicated only in the state courts situated in Clark County, Nevada. Each Party hereto further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s address set forth under such Party’s signature on the signature page hereto shall be effective service of process for any claim, action or proceedingand accepts, with respect to any matterssuch action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such Party may now or hereafter have to which it has submittedobject to such jurisdiction.

Governing Law; Jurisdiction. This ManagementAll issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to conflictsany choice of laws principleslaw or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would result incause the application of the lawlaws of any jurisdiction other state.than the State of Nevada. Each Party hereto irrevocably submitsconsents to the exclusive jurisdiction of any court within the State of Nevada (except for purposes of enforcing a judgment), including, federal courts with concurrent jurisdiction, for the purpose of resolving any claim, action or proceedingdispute arising out ofunder this Management Agreement or any transaction contemplated hereby. The Parties agree that all disputes between them arising out of or relating to this Management Agreement shall be adjudicated only in the state courts situated in Clark County, Nevada.Agreement. Each Party hereto further agrees that servicewaives any objection to venue or inconvenience of the forum in any process, summons, notice or document by United States registered mail to such Party’s address set forth under such Party’s signature on the signature page hereto shall be effective service of process for any claim, action or proceeding with respect to any matters to which it has submitted to jurisdiction.court.

Governing Law; Jurisdiction.Law and Exclusive Jurisdiction . This Management Agreement shall be governed by,by and construed and enforced in accordance with,with the laws of the State of Nevada,Nevada applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws principleslaws. The Company and the Indemnitee hereby irrevocably and unconditionally: # agree that would resultany action or proceeding arising out of or in connection with this Agreement shall be brought only in the application ofstate or federal courts located in the law ofClark County Nevada and not in any other state. Each Party hereto irrevocably submitsstate or federal court in the United States, # consent to submit to the exclusive jurisdiction of the State of Nevadasuch courts for purposes of any claim, action or proceeding arising out of or in connection with this Management Agreement or any transaction contemplated hereby. The Parties agree that all disputes between them arising out of or relating to this Management Agreement shall be adjudicated only in the state courts situated in Clark County, Nevada. Each Party hereto further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s address set forth under such Party’s signature on the signature page hereto shall be effective service of process for any claim, action or proceeding with respect to any matters to which it has submitted to jurisdiction.

Governing Law; Jurisdiction.Jurisdiction and Venue. This Management Agreement shallAgreement, and any matter or dispute arising hereunder or in connection with this Agreement, will be governed by,by and construed in accordance with,with the laws of the Statestate of Nevada,Nevada without giving effect to conflictsconflict of laws principles that would result in the application of the law of any other state.thereof. Each Partyparty hereto irrevocably submitsconsents to the exclusive jurisdiction of the Statestate and federal courts located in New York City, New York, as well as to the jurisdiction of Nevadaall courts to which an appeal may be taken from such courts, for purposesthe purpose of any claim,suit, action or other proceeding arising out ofof, or in connection with, this Management Agreementagreement or any transactionof the transactions contemplated hereby. The Parties agree thatEach party hereby expressly waives any and all disputes between them arising out of or relatingrights to this Management Agreement shall be adjudicated only in the state courts situated in Clark County, Nevada. Each Party hereto further agrees that service ofbring any process, summons, notice or document by United States registered mail to such Party’s address set forth under such Party’s signature on the signature page hereto shall be effective service of process for any claim,suit, action or other proceeding with respect toin or before any matters to which it has submitted to jurisdiction.court or tribunal other than those located in New York City, New York.