Governing Law; Jurisdiction. All 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 any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. Each Party irrevocably consents 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 dispute arising under this Agreement. Each Party waives any objection to venue or inconvenience of the forum in any such court.

Governing Law; Jurisdiction. All issuesJurisdiction and questions concerning the construction, validity, enforcementVenue. This Agreement, and interpretation ofany matter or dispute arising hereunder or in connection with this Agreement shallAgreement, will be governed by,by and construed in accordance with,with the laws of the Statestate of Nevada,Nevada without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.principles thereof. Each Partyparty hereto irrevocably consents to the exclusive jurisdiction of any court within the State of Nevada (except for purposes of enforcing a judgment), including,state and federal courts with concurrent jurisdiction,located in New York City, New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of resolving any disputesuit, action or other proceeding arising underout of, or in connection with, this Agreement.agreement or any of the transactions contemplated hereby. Each Partyparty hereby expressly waives any objectionand all rights to venuebring any suit, action or inconvenience of the forumother proceeding in or before any such court.court or tribunal other than those located in New York City, New York.

Governing Law; Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of thisLaw. This Agreement shall be governed by,by and construed in accordance with,with the laws of the Statestate of Nevada, without giving effect to any choice of law or conflict of law rulesprovision or provisionsrule (whether of the Statestate of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Statestate of Nevada. Each Party irrevocably consents 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 dispute arising under this Agreement. Each Party waives any objection to venue or inconvenience of the forum in any such court.

Governing Law; Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of thisLaw. This Agreement shall be governed by,by and construed in accordance with,with the laws of the State of Nevada,Nevada without giving effect to any other choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction)provision that would cause the application of the laws of any other jurisdiction other than the State of Nevada. Each Party irrevocably consents 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 dispute arising under this Agreement. Each Party waives any objection to venue or inconvenience of the forum in any such court.

This Agreement shall be governed by,by and be construed in accordance with,with the laws of the State of Nevada, without giving effect to any choice of law or conflict of law rules or provisions (whetherNevada. The courts of the State of Nevada shall have sole jurisdiction to hear and determine all manner of disputes and claims arising out of or in any other jurisdiction) that would causeway connected with the applicationconstruction, breach or alleged, threatened or anticipated breach of the laws of any jurisdiction other than the State of Nevada. Each Party irrevocably consentsthis Agreement and determine all questions as 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 dispute arising under this Agreement. Each Party waives any objection to venuevalidity, existence or inconvenience of the forum in any such court.enforceability thereof.

The corporate laws of the State of Nevada shall govern all issues concerning this Agreement. All issues andother questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with,by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law rulesprovision or provisionsrule (whether of the State of Nevada or any other jurisdiction)jurisdictions) that would cause the application of the laws of any jurisdictionjurisdictions other than the State of Nevada. Each Partyparty hereby irrevocably consentssubmits to the exclusive jurisdiction of any court within the State of Nevada (except for purposes of enforcing a judgment), including,state and federal courts with concurrent jurisdiction,sitting the New York, New York, for the purposeadjudication of resolving any dispute arising under this Agreement.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 Partyparty hereby irrevocably waives any objectionpersonal service of process and consents to venue or inconvenience of the forumprocess being served in any such court.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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of thisLaw. This Agreement shallwill be governed by,by and construed in accordance with,with the laws of the Statestate of Nevada, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction)excluding those laws that would causedirect the application of the laws of any jurisdiction other than the State of Nevada. Each Party irrevocably consents 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 dispute arising under this Agreement. Each Party waives any objection to venue or inconvenience of the forum in any such court.another jurisdiction.

Governing Law; Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of thisLaw. This Agreement shall be governed by,by and construed in accordance with,with the laws of the State of Nevada,Nevada without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. Each Party irrevocably consentsregard 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 dispute arising under this Agreement. Each Party waives any objection to venue or inconvenience of the forum in any such court.conflicts-of-law principles thereof.

Governing Law; Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of thisLaws. This Agreement shall be governed by,construed, and construedthe rights of the parties determined, in accordance with,with the laws of the State of Nevada,Nevada without giving effectregard to anyconflict of law or choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. Each Party irrevocably consents 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 dispute arising under this Agreement. Each Party waives any objection to venue or inconvenience of the forum in any such court.rules.

Governing Law; Jurisdiction. All issues and questions concerningLaw. Regardless of the construction,choice of law provisions of Nevada or of any other jurisdiction, Nevada law shall in all respects govern the validity, enforcementconstruction, 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 any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. Each Party irrevocably consents 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 dispute arising under this Agreement. Each Party waives any objection to venue or inconvenience of the forum in any such court.