Governing Law and Exclusive Jurisdiction . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and the Indemnitee hereby irrevocably and unconditionally: # agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark County Nevada and not in any other state or federal court in the United States, # consent to submit to the exclusive jurisdiction of the such courts for purposes of any action or proceeding arising out of or in connection with this Agreement

Governing LawLaw; Jurisdiction. All issues and Exclusive Jurisdiction . Thisquestions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed byby, and construed and enforced in accordance withwith, the laws of the State of Nevada applicable to contracts made and to be performed in such stateNevada, without giving effect to its principlesany choice of conflictslaw or conflict of laws. The Company andlaw rules or provisions (whether of the Indemnitee hereby irrevocably and unconditionally: # agree that any actionState of Nevada or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark County Nevada and not in any other state or federal court injurisdiction) that would cause the United States, # consent to submitapplication 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 such courtsState of Nevada (except for purposes of enforcing a judgment), including, federal courts with concurrent jurisdiction, for the purpose of resolving any actiondispute arising under this Agreement. Each Party waives any objection to venue or proceeding arising outinconvenience of orthe forum in connection with this Agreementany such court.

This Agreement shall be governed byby, enforced, and construed under and enforced in accordance 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 applicable to contracts made and toNevada. Venue for all matters shall be performed in such stateClark County, Nevada, without giving effect to its principles of conflicts of laws. The Companylaw there under. Each of the Parties irrevocably consents and the Indemnitee hereby irrevocably and unconditionally: # agreeagrees that any legal or equitable action or proceedingproceedings arising out ofunder or in connection with this Agreement shall be brought onlyexclusively in the state or federal courts located in the Clark County Nevada and not in any other state or federal court inof the United States, # consentStates. By execution and delivery of this Agreement, each Party hereto irrevocably submits to submitand accepts, with respect to any such action or proceeding, generally and unconditionally, the exclusive jurisdiction of the aforesaid court, and irrevocably waives any and all rights such courts for purposes of any actionParty may now or proceeding arising out of or in connection with this Agreementhereafter have to object to such jurisdiction.

Governing LawLaw; Jurisdiction and Exclusive Jurisdiction .Venue. This Agreement shallAgreement, and any matter or dispute arising hereunder or in connection with this Agreement, will be governed by and construed and enforced in accordance with the laws of the Statestate of Nevada applicable to contracts made and to be performed in such state without giving effect to itsconflict of laws principles of conflicts of laws. The Company and the Indemnitee herebythereof. Each party hereto irrevocably and unconditionally: # agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark County Nevada and not in any other state or federal court in the United States, # consent to submitconsents to the exclusive jurisdiction of the state and federal courts 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 courtscourts, for purposesthe purpose of any suit, action or other proceeding arising out ofof, or in connection withwith, this Agreementagreement or any of the transactions contemplated hereby. Each party hereby expressly waives any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than those located in New York City, New York.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and the Indemnitee hereby irrevocably and unconditionally: # agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark County Nevada and not in any other state or federal court in the United States, # consent to submitNevada. Both parties attorn to the exclusive jurisdiction of the such courts for purposes of any action or proceeding arising outthe State of or in connection with this AgreementNevada.

Governing Law and Exclusive Jurisdiction .Law; Jurisdiction. This Management Agreement shall be governed byby, and construed and enforced in accordance withwith, the laws of the State of Nevada applicable to contracts made and to be performed in such stateNevada, without giving effect to its principles of conflicts of laws. The Company andlaws principles that would result in the Indemnitee herebyapplication of the law of any other state. Each Party hereto irrevocably and unconditionally: # agree thatsubmits to the exclusive jurisdiction of the State of Nevada for purposes of any claim, action or proceeding arising out of this Management Agreement or in connection withany transaction contemplated hereby. The Parties agree that all disputes between them arising out of or relating to this Management Agreement shall be broughtadjudicated only in the state or federal courts locatedsituated in the Clark County Nevada and not in any other state or federal court in the United States, # consent to submit to the exclusive jurisdiction of the such courts for purposesCounty, 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 arising out of or in connection with this Agreementrespect to any matters to which it has submitted to jurisdiction.

Governing Law and Exclusive Jurisdiction .Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Statestate of Nevada applicable to contracts made and to be performed in such stateNevada, without giving effect to its principlesany choice or conflict of conflictslaw provision or rule (whether of laws. The Company and the Indemnitee hereby irrevocably and unconditionally: # agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark Countyof Nevada and not inor any other state or federal court injurisdiction) that would cause the United States, # consent to submit to the exclusive jurisdictionapplication of the such courts for purposeslaws of any action or proceeding arising outjurisdiction other than the state of or in connection with this AgreementNevada.

Governing Law and Exclusive Jurisdiction .Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and the Indemnitee hereby irrevocably and unconditionally: # agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark County Nevada and not in any other statechoice or federal court inconflict of law provision that would cause the United States, # consent to submit to the exclusive jurisdictionapplication of the such courts for purposeslaws of any action or proceeding arising outother jurisdiction other than the State of or in connection with this AgreementNevada.

Governing Law and Exclusive Jurisdiction .Law; Jurisdiction. This Agreement and any claim, controversy or dispute arising under this Agreement and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicablewithout reference to contracts made and to be performed in such state without giving effect to itsthe conflict of laws principles thereof. Each of conflicts of laws. The Companythe Holders and the Indemnitee herebyCompany # irrevocably and unconditionally: # agree that any action or proceeding arising outunconditionally submits to the sole and exclusive jurisdiction of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark County NevadaState of Oregon for purposes of all legal proceedings arising out of this Agreement, # agrees that it shall not attempt to deny or defeat such personal jurisdiction and venue by motion or other request for leave from any such court, # agrees that it shall not bring any action arising under this Agreement or otherwise in any court other than the state or federal courtcourts located in the United States, # consent to submit to the exclusive jurisdictionState of the such courts for purposes of any action or proceeding arising out of or in connection with this AgreementOregon.

Governing Law and Exclusive Jurisdiction . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and the Indemnitee hereby irrevocably and unconditionally: # agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state or federal courts located in the Clark County Nevada and not in any other state or federal court in the United States, # consent to submit to the exclusive jurisdiction of the such courts for purposes of any action or proceeding arising out of or in connection with this AgreementLaw. 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 NEVADA. THE PARTIES AGREE THAT ANY LITIGATION RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED BY A COURT OF COMPETENT JURISDICTION WITHIN THE STATE OF NEVADA.