It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida with venue and jurisdiction in Miami-Dade County, Florida.

Governing Law and Venue: This Agreement shall be governed exclusively by the laws of the State of Florida. Each of the parties to this Agreement irrevocably and unconditionally: # agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought in the circuit court located in Miami-Dade County, Florida or the court of the United States, Southern District of Florida; # consents to the jurisdiction of each such court located in any such suit, action or proceeding; and # waives any objection which such party may have to the laying of venue of any such suit, action or proceeding in any of such courts. Notwithstanding the foregoing, any claim for injunctive relief may be filed in any venue of competent jurisdiction.

Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed, construed and enforced in accordance with the laws of the State of Florida and exclusive venue shall lie in the state and federal courts in the State of Florida.

This Subscription Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Florida, without giving effect to the application of the principles pertaining to conflicts of laws. Exclusive jurisdiction for any action arising under this Agreement shall be in a Federal or state court of competent subject matter jurisdiction in Miami-Dade County, Florida.

This Agreement shall be construed and enforced in accordance with the laws of the State of Florida (exclusive of conflict of law principles).