Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.

Governing Law; Dispute Resolution. This Warrant 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of Wyoming Delaware, without regard to principles of conflicts of laws. Any action brought by either laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Delaware. 9.2 Each party against irrevocably agrees for the exclusive benefit of the other concerning the transactions contemplated by that any and all suits, actions or proceedings relating to Section 5 of this Warrant Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Bexar County, Texas or Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of FloridaChosen Courts. The parties to this Warrant hereby Each party irrevocably waive waives any objection that it may have now or hereafter to jurisdiction and the laying of the venue of any action instituted hereunder Proceedings in the Chosen Courts and shall not assert any defense based on lack of jurisdiction or venue or based upon claim that any Proceedings have been brought in an inconvenient forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be entitled to recover from conclusive and binding upon it and may be enforced in the other party its reasonable attorney’s fees and costs. In the event that any provision courts of this Warrant or any other agreement delivered jurisdiction. 9.3 Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in connection herewith is invalid or unenforceable under any applicable statute or rule express reliance on Section 2708 of lawTitle 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified such party is not otherwise subject to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process in the State of Delaware, it will appoint (and consents to maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process being served in any suitand notify the other parties hereto of the name and address of said agent, action or proceeding in connection with this Warrant or any other Transaction Document (ii) that service of process may also be made on such party by mailing a copy thereof via registered or pre-paid certified mail or overnight delivery (with a validated proof of mailing receipt constituting evidence of delivery) valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect for notices as if served upon such party personally within the State of Delaware. 9.4 Any controversy or claim arising out of or related to it under any other provision of this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein Agreement shall be deemed settled by final, binding and non-appealable arbitration in Bexar County, Texas or Wilmington, Delaware by a single arbitrator. Subject to limit the following provisions, the arbitration shall be conducted in accordance with the applicable rules of JAMS then in effect. Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any way court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any right provision of this Agreement or to serve process in any award a remedy for a dispute involving this Agreement other manner permitted than a benefit specifically provided under or by lawvirtue of the Agreement. Each party shall be responsible for its own expenses relating to the conduct of the arbitration or litigation (including reasonable attorneys’ fees and expenses) and shall share the fees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. This Warrant 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of Wyoming Delaware, without regard to principles of conflicts of laws. Any action brought by either laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Delaware. 9.2 Each party against irrevocably agrees for the exclusive benefit of the other concerning the transactions contemplated by that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Warrant Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of FloridaChosen Courts. The parties to this Warrant hereby Each party irrevocably waive waives any objection that it may have now or hereafter to jurisdiction and the laying of the venue of any action instituted hereunder Proceedings in the Chosen Courts and shall not assert any defense based on lack of jurisdiction or venue or based upon claim that any Proceedings have been brought in an inconvenient forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be entitled to recover from conclusive and binding upon it and may be enforced in the other party its reasonable attorney’s fees and costs. In the event that any provision courts of this Warrant or any other agreement delivered jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in connection herewith is invalid or unenforceable under any applicable statute or rule express reliance on Section 2708 of lawTitle 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified such party is not otherwise subject to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process in the State of Delaware, it will appoint (and consents to maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process being served in any suitand notify the other parties hereto of the name and address of said agent, action or proceeding in connection with this Warrant or any other Transaction Document (ii) that service of process may also be made on such party by mailing a copy thereof via registered or pre-paid certified mail or overnight delivery (with a validated proof of mailing receipt constituting evidence of delivery) valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect for notices as if served upon such party personally within the State of Delaware. 9.3 Any controversy or claim arising out of or related to it under any other provision of this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein Agreement shall be deemed settled by final, binding and non-appealable arbitration in Wilmington, Delaware by a single arbitrator. Subject to limit the following provisions, the arbitration shall be conducted in accordance with the applicable rules of JAMS then in effect. Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any way court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any right provision of this Agreement or to serve process in any award a remedy for a dispute involving this Agreement other manner permitted than a benefit specifically provided under or by lawvirtue of the Agreement. Each party shall be responsible for its own expenses relating to the conduct of the arbitration or litigation (including reasonable attorneys’ fees and expenses) and shall share the fees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. This Warrant (a) Resolution of any and all disputes between KCS and one or more of Sellers (each of KCS, on the one hand, and one or more of the Sellers, on the other hand, a "Dispute Party" and together, the "Dispute Parties') arising from or in connection with this Agreement, the Ancillary Agreements or any transactions contemplated by this Agreement or the Ancillary Agreements, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, ("Disputes") including Disputes arising in connection with claims by third persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this Section 12.11; provided, that the foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of Disputes hereunder. (b) THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF. (c) As to any Dispute which is not resolved in the ordinary course of business, the Dispute Parties shall first attempt in good faith to promptly resolve any Dispute by negotiations between executives. Either of the Dispute Parties may initiate this procedure by delivery of written notice of the Dispute (the "Dispute Notice") to the other. Not later than 20 days after delivery of the Dispute Notice, one executive of one of the Dispute Parties with authority to settle the Dispute shall meet with the one executive of the other Dispute Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The executives shall exchange relevant information and endeavor to resolve the Dispute. Prior to any such meeting, each Dispute Party's executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this Section 12.11(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. (d) Each Dispute Party hereby agrees to submit all Disputes not resolved pursuant to Section 12.11(c) hereof to final and binding arbitration in New York, New York. Either Dispute Party may initiate such arbitration by delivery of a demand therefor (the "Arbitration Demand") to the other Dispute Party not sooner than 60 days after the date of delivery of the Dispute Notice but promptly thereafter; provided, that if a Dispute Party rejects participation in the procedures provided under Section 12.11(c), the other Dispute Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such rejection, including attorney's fees and expenses, Arbitration Costs (as defined below) in connection with arbitration hereunder. (i) Three Arbitrators shall be appointed (the "Arbitrators"), one of whom shall be appointed by KCS, one by TMM, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators within 10 business days of the first two Arbitrators confirmation by the American Arbitration Association. Each Party agrees that Sellers shall be considered jointly as one side for the purposes of constitution of the arbitration tribunal hereunder. If either Dispute Party fails to appoint an Arbitrator within 10 business days of a request in writing by the other Dispute Party to do so or if the first two Arbitrators cannot agree on the appointment of the third Arbitrator within 10 business days of their confirmation by the American Arbitration Association, then such Arbitrator shall be appointed by the American Arbitration Association in accordance with its Commercial Arbitration Rules. As soon as the arbitration tribunal has been convened, a hearing date shall be set within 15 days thereafter; provided, that the Arbitrators may extend the date of the hearing upon request of any Dispute Party to the extent necessary to insure that such Dispute Party is given a reasonable period of time to prepare for the hearing. Written submittals in the English language shall be presented and exchanged by both Dispute Parties five business days before the hearing date. At such time the Dispute Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to call to testify at the hearing. The Arbitrators shall make their determination as promptly as practicable after conclusion of the hearing. (ii) The arbitration shall be conducted in the English language pursuant to the Commercial Arbitration Rules of American Arbitration Association. Notwithstanding the foregoing, (A) each Dispute Party shall have the right to audit the books and records of the other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than 120 days after their tribunal has been convened, and shall make a final award as promptly as practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to the Dispute Parties, and shall contain specific findings of fact and conclusions of law in accordance with the governing law set forth in Section 12.11(c) of this Agreement. Any award of such Arbitrators shall be final and binding upon the Parties to this Agreement and shall not be attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction, including expressly the courts of the State of Wyoming without regard to principles Delaware, United States of conflicts America, and the courts of lawsthe Federal District of Mexico. Any action brought by either party The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators' fees and expenses, fees and expenses of experts and fees and expenses of translators ("Arbitration Costs") between the prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected participation in procedures under Section 12.11(c), the Arbitrators may assess all Arbitration Costs against the other concerning non-prevailing Dispute Party and may include in the transactions award the prevailing Dispute Party's attorney's fees and expenses in connection with any and all proceedings under this Section 12.11. Notwithstanding the foregoing, in no event may the arbitrator award multiple or punitive damages. (e) Pursuant to an agreement of the Parties hereto or a judicial determination that a Dispute is not subject to final and binding arbitration as set forth in Section 12.11, KCS and each of Sellers irrevocably agrees that any legal action or proceeding against it with respect to this Agreement and any transaction contemplated by this Warrant Agreement shall be brought only in the state courts of Miami, Floridathe State of Delaware, or of Federal courts of the United States of America sitting in Delaware, and by execution and delivery of this Agreement, KCS and each of Sellers irrevocably submits to the federal courts located venue and jurisdiction of each such court and irrevocably waives any objection or defense such party may have to venue or personal jurisdiction in any such court for the Southern District purpose of Florida. The parties resolving any claim, dispute, cause of action arising out of or related to this Warrant hereby irrevocably waive Agreement (including any objection claim that the suit or action has been brought in an inconvenient forum and any right to jurisdiction which it may become entitled on account of place of residence or domicile), the alleged breach of this Agreement, the enforcement of the terms of this Agreement, the Acquisition, the Ancillary Agreements and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees terms contemplated hereby and coststhereby. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in connection with this Warrant any court where jurisdiction over the Parties may be had or in which the Parties are subject to service of process. (f) Each of the parties hereto irrevocably appoints CT Corporation (the "Process Agent"), at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000 (302-658-7581), respectively as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the parties and their respective properties and revenues, service of copies of the summons and complaint and any other Transaction Document by mailing a copy thereof via registered process which may be served in any such suit, action or certified mail or overnight delivery (with evidence proceeding brought in the State of delivery) to such party at Delaware, and each of the address in effect for notices to it under this Warrant and parties hereto agrees that failure of the Process Agent to give any notice of any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein to any of the parties hereto shall be deemed to limit in not impair or affect the validity of such service or the enforcement of any way any right to serve process in any other manner permitted by lawjudgment based thereon.

Governing Law; Dispute Resolution. This Warrant Agreement and the rights of the parties hereunder shall be governed by and construed interpreted in accordance with the laws of the State of Wyoming without regard Washington, excluding its laws relating to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection Agreement shall try to jurisdiction and venue come to a settlement of any action instituted hereunder dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof. If the parties fail to settle any such matter, such matter shall be finally settled in accordance with the Commercial Rules of Arbitration of the American Arbitration Association in effect at the time, and shall not assert judgment upon the award rendered may be entered in any defense based on lack court of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBYcompetent jurisdiction. The prevailing award of the arbitrator(s) may include compensatory damages against either party but under no circumstances may the arbitrator(s) award punitive or multiple damages against either party. Arbitration proceedings shall be entitled conducted in Buffalo, New York. The parties agree not to recover from the institute any litigation or proceedings against either other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant Agreement except as provided in this Article. In no event shall such an arbitration award include any award of punitive damage and the parties hereby waive the right to recover punitive damages. ALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A DISPUTE UNDER THIS PROVISION ARE CONFIDENTIAL AND FOR SETTLEMENT PURPOSES ONLY AND SHALL NOT BE ADMITTED IN ANY COURT OR OTHER FORUM AS AN ADMISSION OR OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL AND STATE COURT RULES. The parties agree to toll any applicable statutes of limitations during the pendency of any of the above dispute resolution proceedings. Nothing in this Paragraph will prevent any party from seeking injunctive relief in a judicial proceeding if interim relief from a court is necessary to preserve the status quo pending resolution or any other Transaction Document by mailing a copy thereof via registered to prevent serious and irreparable injury to that party or certified mail or overnight delivery (with evidence of delivery) others. The parties shall continue to such party at the address in effect for notices to it perform all obligations under this Warrant and agrees that such service shall constitute good and sufficient service Agreement pending the above-described dispute resolution proceedings, subject to full reservation of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by lawrights at law or under this Agreement.

Governing Law; Dispute Resolution. This Warrant shall Agreement will be governed by by, and construed in accordance with with, the laws Laws of the State of Wyoming Delaware, without regard giving effect to any applicable principles of conflicts conflict of lawslaws that would cause the Laws of another jurisdiction to govern this Agreement. Any action Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by either party against the other concerning the transactions contemplated by this Warrant party hereto or its successors or assigns shall be brought only and determined exclusively in the state courts Court of MiamiChancery of the State of Delaware in and for New Castle County, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreementDelaware. Each party hereby irrevocably waives personal service of the parties hereto agrees that mailing of process and consents to process being served in any suit, action or proceeding other papers in connection with this Warrant any such Action in the manner provided in Section 9.02 or in such other manners as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence such Action for itself and in respect of delivery) its property, generally and unconditionally, to such party at the address in effect for notices to it under this Warrant personal jurisdiction of the aforesaid courts and agrees that such service shall constitute good and sufficient service it will not bring any Action relating to this Agreement or any of process and notice thereof. Nothing contained herein shall be deemed to limit the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any right Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 9.08, (ii) any other manner claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by lawapplicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Dispute Resolution. This Warrant Agreement shall be governed by and construed in accordance with under the laws of the State of Wyoming without regard New York as applied to principles agreements among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal suit, action or proceeding arising out of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by or relating to this Warrant Agreement shall be brought only instituted exclusively in the state courts New York State Supreme Court, County of Miami, FloridaNew York, or in the federal courts located in United States District Court for the Southern District of Florida. The parties to this Warrant hereby irrevocably waive New York, (2) waives any objection which the Company may have now or hereafter to jurisdiction and the venue of any such suit, action instituted hereunder or proceeding, and shall not assert (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any defense based on lack of jurisdiction such suit, action or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBYproceeding. The prevailing party shall be entitled Company further agrees to recover from the other party its reasonable attorney’s fees accept and costs. In the event that acknowledge service of any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision all process which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being be served in any such suit, action or proceeding in connection with this Warrant the New York State Supreme Court, County of New York, or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence in the United States District Court for the Southern District of delivery) to such party at the address in effect for notices to it under this Warrant New York and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein upon the Company mailed by certified mail to the Company’s address shall be deemed to limit in every respect effective service of process upon the Company, in any way any right to serve process in any other manner permitted by law.such suit, action or proceeding. EACH OF THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL

Governing Law; Dispute Resolution. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.

Governing Law; Dispute Resolution. This Warrant Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Wyoming California applicable to contracts executed in and to be performed in that state and without regard to principles of any applicable conflicts of lawslaw. Any action brought dispute directly or indirectly based upon, arising out of, connected to or relating to this Agreement, the transactions contemplated hereby or any right or obligation created by either party against this Agreement, irrespective of the other concerning legal theory or claims underlying any such dispute (including any tort and statutory claims), shall be resolved in any court of competent jurisdiction located in Santa Cxxxx County, California. Each of the parties in this Agreement hereby irrevocably (a) consents to submit itself to the personal jurisdiction of any California state or federal court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Warrant shall be brought only in Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, including but not limited to a motion for forum of non conveniens or other actions or other motions asserting the state courts of Miamiaforementioned forum is inconvenient, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of (c) agrees that it will not bring any action instituted hereunder in relation of this Agreement or any of the other transactions contemplated hereby in any court other than a California state or federal court. Each party acknowledges and shall not assert agrees that any defense based on lack of jurisdiction or venue or based upon forum non conveniens. controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER ISSUE WITHIN ANY ACTION AT LAW OR SUIT IN CONNECTION WITH EQUITY DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OF, CONNECTED TO OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY TRANSACTION CONTEMPLATED RIGHT OR OBLIGATION CREATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.

Governing Law; Dispute Resolution. This Warrant shall be governed by and construed in accordance with Subject to the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in arbitration provision herein, the state courts of Miami, Florida, or in the and federal courts located in Xxxxx County, Florida (collectively, the Southern District “Designated Courts”) shall have exclusive jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with the Agreement and, by execution and delivery of Florida. The parties the Agreement, each of Licensee and Club submit to this Warrant hereby irrevocably waive the exclusive jurisdiction of the Designated Courts, including the in personam jurisdiction of those Designated Courts, waives any objection to such jurisdiction on the grounds of venue or forum non conveniens or the absence of in personam jurisdiction and venue any similar grounds, consents to service of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant process by mail (in accordance with Section 15(a) or any other agreement delivered in connection herewith is invalid or unenforceable manner permitted by applicable laws, rules and legal requirements), and irrevocably agrees to be bound by any judgment rendered thereby, subject to all applicable rights of appeal. So far as permitted under any applicable statute or rule of lawlaws, then such provision rules and legal requirements, this consent to personal jurisdiction shall be deemed inoperative to self-operative and no further instrument or action, other than service of process in the extent that it may conflict therewith manner specified in this Section 19 or as otherwise permitted by applicable laws, rules and legal requirements, shall be deemed modified necessary in order to conform with such statute confer personal jurisdiction over Licensee or rule Club in any of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreementDesignated Courts. Each party hereby irrevocably waives personal service of process and consents to process being served agrees that any final judgment against it from which it has not or may not appeal or further appeal in any suit, action or proceeding brought in connection with this Warrant or a Designated Court of competent subject matter jurisdiction may, so far as permitted under law, be enforced in the courts of any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence jurisdiction of delivery) to which such party at the address in effect for notices to it under this Warrant and agrees that is subject by a suit upon such service shall constitute good and sufficient service judgment. Service of process and notice thereofupon a party shall be sufficient if made by delivery of service to the chief executive officer or president of that entity. Nothing contained herein in this Section 19 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted sufficient under applicable laws, rules and legal requirements. Each party further agrees that it shall not commence any legal action against any other party relating to or arising under the Agreement in any court that is not one of the Designated Courts, unless the Designated Courts shall have determined that they lack subject matter jurisdiction to hear such action. LICENSEE AND CLUB EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, RULES AND LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. The parties expressly acknowledge and agree that any dispute, claim or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively by lawfinal and binding arbitration in Jacksonville, Florida. The arbitration shall be administered by AAA pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This Section 19 shall survive termination or expiration of this Agreement.

Governing Law; Dispute Resolution. This Warrant Agreement (and all claims, controversies and causes of action with respect hereto or arising hereunder) shall be governed by by, and construed in accordance with with, the internal laws of the State of Wyoming Delaware without regard to the choice of law principles thereof. Each of conflicts the parties hereto irrevocably submits to the exclusive jurisdiction of laws. Any action brought by either party against the other concerning Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, then any federal court of the United States of America sitting in the State of Delaware) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated by this Warrant shall be brought only in the state courts hereby. Service of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered process in connection herewith is invalid or unenforceable under with any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding may be served on each party hereto anywhere in connection with this Warrant or any other Transaction Document the world by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence the same methods as are specified for the giving of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit court in any way such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any right objection to serve process the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any other manner permitted by lawsuch court has been brought in an inconvenient forum. NEITHER PERSPECTIVE NOR LXXXXXXX, NOR ANY OF THEIR RESPECTIVE AFFILIATES, WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE OR EXEMPLARY DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), INDEMNITY, CONTRIBUTION, OR OTHERWISE, AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8.8 IS INTENDED TO OR SHALL LIMIT OR RESTRICT DAMAGES AVAILABLE FOR (A) A PARTY’S GROSS NEGLIGENCE, FRAUD, INTENTIONAL MISCONDUCT, OR BREACH OF ARTICLE 4 OR ARTICLE 5 OR (B) PERSPECTIVE’S GRANT OF A LICENSE, OPTION FOR A LICENSE OR OTHER RIGHT TO A THIRD PARTY IN VIOLATION OF THE EXCLUSIVE OPTION GRANTS UNDER SECTIONS 3.1 OR 3.2.

Governing Law; Dispute Resolution. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of MiamiA. THIS AGREEMENT, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOTHE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER CLAIM OR IN CONNECTION WITH CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION). B. Each of the Borrowers and the Lender submit to recover from and accept the other party its reasonable attorney’s fees and costs. In exclusive jurisdiction of any United States federal court sitting in the event that any provision Central District of this Warrant California or any other agreement delivered court of appropriate jurisdiction sitting in connection herewith the County of Los Angeles, City of Los Angeles with respect to any action, suit or proceeding arising out of or based upon this Agreement or any matter relating hereto and waives any objection it may have to the laying of venue in any such court or that such court is invalid an inconvenient forum or unenforceable under does not have personal jurisdiction over it. Each of the Borrowers and the Lender agree that service of process in any applicable statute such action, suit or rule proceeding may be validly made upon it by certified or registered U.S. Mail, postage prepaid, to the address set forth in Section 11. Each of lawthe parties hereto waives any right it may have to trial by jury in any proceeding arising out of this Agreement. The Parties irrevocably agree that, then such provision shall be deemed inoperative should either Party institute any legal action or proceeding in any jurisdiction (whether for an injunction, specific performance, damages or otherwise) in relation to this Agreement, no immunity (to the extent that it may conflict therewith at any time exist, whether on the grounds of sovereignty or otherwise) from such action or proceeding shall be claimed by it or on its behalf, any such immunity being hereby irrevocably waived, and each Party irrevocably agrees that it and its assets are, and shall be deemed modified be, subject to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, legal action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence respect of delivery) to such party at the address in effect for notices to it its obligations under this Warrant 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 other manner permitted by lawAgreement.

Governing Law; Dispute Resolution. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming North Carolina without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Miami, FloridaNorth Carolina, or in the federal courts located in the Southern District State of FloridaNorth Carolina. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.

Governing Law; Dispute Resolution. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of MiamiA. THIS SEVENTH AMENDMENT, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOTHE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SEVENTH AMENDMENT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER CLAIM OR IN CONNECTION WITH CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS WARRANT SEVENTH AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SEVENTH AMENDMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION). B. Each of the Borrower and the Administrative Agent and the Lenders submit to recover from and accept the other party its reasonable attorney’s fees and costs. In exclusive jurisdiction of any United States federal court sitting in the event that any provision Central District of this Warrant California or any other agreement delivered court of appropriate jurisdiction sitting in connection herewith the County of Los Angeles, City of Los Angeles with respect to any action, suit or proceeding arising out of or based upon this Seventh Amendment or any matter relating hereto and waives any objection it may have to the laying of venue in any such court or that such court is invalid an inconvenient forum or unenforceable under does not have personal jurisdiction over it. Each of the Borrower and the Administrative Agent and the Lenders agree that service of process in any applicable statute such action, suit or rule proceeding may be validly made upon it by certified or registered U.S. Mail, postage prepaid, to the address set forth in Section 13 hereof. Each of lawthe parties hereto waives any right it may have to trial by jury in any proceeding arising out of this Seventh Amendment. The Parties irrevocably agree that, then such provision shall be deemed inoperative should either Party institute any legal action or proceeding in any jurisdiction (whether for an injunction, specific performance, damages or otherwise) in relation to this Seventh Amendment, no immunity (to the extent that it may conflict therewith at any time exist, whether on the grounds of sovereignty or otherwise) from such action or proceeding shall be claimed by it or on its behalf, any such immunity being hereby irrevocably waived, and each Party irrevocably agrees that it and its assets are, and shall be deemed modified be, subject to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, legal action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence respect of delivery) to such party at the address in effect for notices to it its obligations under this Warrant 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 other manner permitted by lawSeventh Amendment.

Governing Law; Dispute Resolution. This Warrant 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of Wyoming Delaware, without regard to principles of conflicts of lawslaws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Delaware. 9.2 Each party irrevocably agrees for the exclusive benefit of the other that any and all suits, actions or proceedings relating to Section 5 of this Agreement (a "PROCEEDING") shall be maintained in the federal District Court sitting in Seminole County, Florida the Court shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Court. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any Proceedings in the Court and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Court shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. 9.3 Any controversy or claim arising out of or related to any other provision of this Agreement shall be settled by final, binding and non-appealable arbitration in Seminole County, Florida by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the applicable rules of JAMS then in effect. Any action brought award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party against the other concerning the transactions contemplated by this Warrant in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Floridaspecifically enforceable. The parties arbitrator shall have no authority to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that modify any provision of this Warrant Agreement or any to award a remedy for a dispute involving this Agreement other agreement delivered in connection herewith is invalid than a benefit specifically provided under or unenforceable under any applicable statute or rule by virtue of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreementAgreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed responsible for its own expenses relating to limit in any way any right to serve process in any other manner permitted by lawthe conduct of the arbitration or litigation (including reasonable attorneys' fees and expenses) and shall share the fees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming Florida without regard to principles of conflicts of laws. Any action brought and all disputes, claims or controversies arising out of or relating to this Agreement and/or any other disputes by either party against and between the other concerning Company and the transactions contemplated by Buyer, or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this Warrant agreement to arbitrate in this Section 18(a), shall be brought exclusively determined by binding arbitration in New York, New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and there shall be only written discovery (i.e., no depositions shall be had). Judgment on the Consent Award may be entered in any court having jurisdiction including without limitation the state courts of Miami, Florida, or in the federal courts State and Federal Courts located in the Southern District of New York and/or Florida. The parties expressly consent, agree, and acknowledge that the arbitrator has the authority to this Warrant hereby irrevocably waive any objection provide provisional remedies to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBYthe parties. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s attorneys’ fees and costs. In the event that any provision of this Warrant Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.

Governing Law; Dispute Resolution. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of MiamiCxxxx County, FloridaNevada, or in the federal courts located in the Southern District of FloridaNevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.

Governing Law; Dispute Resolution. (a) This Warrant Agreement shall be governed by and construed in accordance with under the laws of the State of Wyoming without regard to principles New York, exclusive of the body of law known as conflicts of laws. law. (b) Any action brought by either party against the claim or dispute, whether based on contract, tort, statute or any other concerning legal or equitable theory, arising out of or relating to this Agreement or the transactions contemplated by this Warrant hereby (“Dispute”) shall be brought only in the state courts of Miami, Florida, or in the federal or state courts located in the Southern District State, City and County of FloridaNew York. Each of the parties hereto expressly submits to the exclusive jurisdiction of such courts and waives any claim of improper jurisdiction or lack of venue in connection with any claim or controversy that may be brought in connection with this Agreement. Each party hereby agrees that such courts, as applicable, shall have in personam jurisdiction with respect to such party, and such party hereby submits to the personal jurisdiction of such courts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or including those based upon forum form non conveniens. BUYER AND SELLER EACH PARTY HEREBY IRREVOCABLY WAIVES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY RIGHT IT MAY HAVE TOTO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BUYER AND SELLER, AND AGREES NOT IS INTENDED TO REQUESTENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. SELLER OR BUYER, AS APPLICABLE, ARE HEREBY AUTHORIZED TO FILE A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT COPY OF THIS WARRANT SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BUYER OR ANY TRANSACTION CONTEMPLATED HEREBYSELLER, AS APPLICABLE. The THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT. (c) If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees attorneys’ fees, costs and costs. In the event that any provision of this Warrant or necessary disbursements in addition to any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative relief to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall may be deemed to limit in any way any right to serve process in any other manner permitted by lawentitled.

Governing Law; Dispute Resolution. This Warrant (i) All issues and questions concerning the application, construction, validity, interpretation, and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State Commonwealth of Wyoming Massachusetts, without regard giving effect to principles any choice or conflict of conflicts law provision or rule (whether of laws. Any action brought by either party against the Commonwealth of Massachusetts or any other concerning jurisdiction) that would cause the transactions contemplated by application of laws of any jurisdiction other than those of the Commonwealth of Massachusetts. (ii) Each Signatory hereby agrees that any Claim seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Warrant Agreement or the Transactions, whether in contract, tort, or otherwise, shall be brought only exclusively in the state courts of Miamithe Commonwealth of Massachusetts located in Suffolk County. Each Signatory hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, Floridaaction, or in proceeding and irrevocably waives, to the federal courts located in the Southern District of Florida. The parties to this Warrant hereby irrevocably waive fullest extent permitted by law, any objection that it may now or hereafter have to jurisdiction and the laying of the venue of any action instituted hereunder and shall not assert such suit, action, or proceeding in any defense based on lack of jurisdiction such court or venue that any such suit, action, or based upon forum non conveniens. proceeding which is brought in any such court has been brought in an inconvenient forum. (iii) EACH PARTY HEREBY IRREVOCABLY SIGNATORY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT THEIR RESPECTIVE RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT IN ANY CLAIM OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY SIGNATORY AGAINST ANY OTHER SIGNATORY OR ANY AFFILIATE OF ANY OTHER SIGNATORY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH SIGNATORY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH SIGNATORY FURTHER AGREES THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS WARRANT SECTION AS TO ANY CLAIM, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYPROVISION HEREOF. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of lawTHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suitRENEWALS, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by lawSUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.