Common use of Governing Law; Disputes Clause in Contracts

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jury.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article “19” of this Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “21” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the extent permitted by applicable lawcommencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) any right hedollars to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) it is contemplated that the Purchaser was formed pursuant to Service Providers and the laws of the State of New YorkCompany shall reside in different states and countries; and (ii) the Company was formed pursuant to the laws of the State of Delaware ; because Xxxxx & Fraade, P.C.’s (iii“M&F”) the principal place of business of the Purchaser is offices are located in the State of New York; (iv) York the principal place of business of the Company is located work performed in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to drafting this Escrow Agreement will be performed occurred in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Except as otherwise provided in Article “20” of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York, New York. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “23” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles . Except as otherwise provided in Article “22” of conflicts of law. Moreoverthis Agreement, the Parties parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration solely in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has “prevailed”. The parties specifically designate the courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “24” of this Agreement. Nothing contained herein The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be deemed permitted in connection with the arbitration only to limit in any way any right to serve process in any manner permitted the extent, if any, expressly authorized by lawthe arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitration panel may disclose the existence, voluntarily and intentionally waive (to content or results of the extent permitted by applicable law) any right hearbitration only as provided in the rules of the American Arbitration Association in New York, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is that Xxxxx & Fraade, P.C.’s offices are located in the State of New York; (iv) York the principal place of business of the Company is located work performed in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to drafting this Escrow Agreement will be performed occurred in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York County, New York. Any such arbitration shall be by a panel of three arbitrators who shall also be certified public accountants and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “19” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the Parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the Parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The Parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other Parties and shall afford such Parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York; provided, without giving effect however, that with respect to issues relating to the principles corporate governance of conflicts of law. Moreoverthe Company which are not specifically provided for in this Agreement, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws Limited Liability Company Act of the State of New York and Delaware shall be applicable. Except as otherwise set forth in Article “13” of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in the State New York, New York. Any such arbitration shall be by a panel of New York three arbitrators and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, pursuant to Paragraph “C” of this Article “15” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the extent permitted by applicable lawcommencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) any right hedollars to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is that Xxxxx & Fraade, P.C.’s offices are located in the State of New York; (iv) York the principal place of business of the Company is located work performed in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to drafting this Escrow Agreement will be performed occurred in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York County, New York. Any such arbitration shall be by a panel of three arbitrators who shall also be certified public accountants and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “6” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the Parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the Parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The Parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other Parties and shall afford such Parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the The Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York, New York. Any such arbitration shall be by a panel of three arbitrators and (x) pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York, if commenced by the Company, and (y) pursuant to the commercial rules then existing of the American Arbitration Association in the State of Texas, if commenced by the Consultant. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties specifically and exclusively designate the courts in the City of New York, State of New York. If the arbitration was commenced by the Company, the Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding and submit to personal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. If the arbitration was commenced by the Consultant, the Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of Texas in relation any action or proceeding and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New YorkYork with respect to an arbitration commenced by the Company, County or the State of New YorkTexas with respect to an arbitration commenced by the Consultant, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “(C)” of this Article “11” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The Parties and agree that any such dispute shallthe arbitration panel may disclose the existence, at content or results of the option arbitration only as provided in the rules of any partythe American Arbitration Association in New York, be tried before a judge sitting without a juryNew York.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota This Agreement and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law any related dispute shall be applicablegoverned by, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced construed and interpreted in accordance with with, the laws of the State of New York applicable to contracts executed in and be deemed to be an agreement entered into performed in that State, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York and made pursuant to or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York, without giving effect . Each of the parties hereto hereby (a) irrevocably submits to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 personal jurisdiction of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws Supreme Court of the State of New York and be deemed any state appellate court therefrom within the State of New York (or, if the Supreme Court of the State of New York declines to be an agreement entered into accept jurisdiction over a particular matter, any state or federal court within the State of New York) in the event that any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Supreme Court of the State of New York and made pursuant to any state appellate court therefrom within the laws State of New York (or, if the Supreme Court of the State of New YorkYork declines to accept jurisdiction over a particular matter, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of any state or federal court within the State of New York). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, County of New YorkTO THE EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New YorkANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jurySUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Disputes. In view This Subdistribution Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article “11” of this Subdistribution Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Subdistribution Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Subdistribution Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “12” of this Subdistribution Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the extent permitted by applicable lawcommencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) any right hedollars to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware Delaware; (ii) it is contemplated that the Holders of the Series A Anti-Dilutive Preferred Stock could be any persons or corporations located or formed in any State, including Delaware; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is presently located in the State of Arizona; and (v) the Purchaser does business throughout the United States; (viviii) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties Company and the Holders of the Series A Anti-Dilutive Preferred Stock agree that: This Escrow Agreement Certificate of Designation shall in all respects be construed, governed, applied construed and enforced in accordance with interpreted pursuant to the internal laws of the State of New York and Delaware without giving effect to the principles of conflicts of laws. Except as specifically provided for in the immediately preceding paragraph, this Certificate of Designation shall be deemed to be an agreement entered into in the State of New York and York, made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied York and enforced in accordance with by the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws courts of the State of New York, without giving effect to the principles of conflicts of law. The Parties Holders of the Series A Anti-Dilutive Preferred Stock and the Company hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties Holders of the Series A Anti-Dilutive Preferred Stock and the Company hereby waive trial by jury and personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “10” of this Certificate of Designation. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jury.

Governing Law; Disputes. In view of the fact that: (ia) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow This Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to governed by the laws of the State of New York, without giving effect but excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and excluding New York law with respect to the principles of conflicts of law. MoreoverEach Party agrees that all legal proceedings concerning the interpretations, the Parties agree that pursuant to Section 5-1401 enforcement and defense of the General Obligations Law transactions contemplated by this Agreement (whether brought against a Party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles borough of conflicts of lawManhattan. The Parties Each Party hereby consent to and submit irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State City of New York, County of New York, as properly having venue borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including any order placed or purchase agreement executed hereunder), 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 in relation to this Escrow Agreementis improper or is an inconvenient venue for such proceeding. The Parties Each Party hereby waive irrevocably waives personal service of any and all process and specifically consent that consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the courts of the State of New York, County of New York, any effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process may be effectuated upon any of them by certified mail, return receipt requestedand 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. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryLaw.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the The Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York, New York. Any such arbitration shall be by a panel of three arbitrators and (x) pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York, if commenced by the Guarantor or the Company and (y) pursuant to the commercial rules then existing of the American Arbitration Association in the State of Texas, if commenced by the Consultant. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties specifically and exclusively designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. If the arbitration was commenced by the Guarantor or the Company, the Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding and submit to personal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. If the arbitration was commenced by the Consultant the Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of Texas in relation any action or proceeding and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New YorkYork with respect to an arbitration commenced by the Guarantor or the Company, County or the State of New YorkTexas with respect to an arbitration commenced by the Consultant, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “(C)” of this Article “9” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The Parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York if an arbitration is commenced by the Guarantor or the Company. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect . The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “21” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal suit, action or proceeding arising out of or based upon this Agreement or the Purchaser was formed pursuant to transactions contemplated hereby (“Related Proceedings”) may be instituted in the laws federal courts of the State United States of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is America located in the State Borough of New York; (iv) the principal place of business of the Company is located Manhattan in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State City of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of or the courts of the State of New York, County York in each case located in the Borough of Manhattan in the City of New YorkYork (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service which such jurisdiction is non-exclusive) of any and all process and specifically consent that such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth below shall be effective service of process for any suit, action or other proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawsuch court. The parties hereby knowingly, voluntarily irrevocably and intentionally unconditionally waive (any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any right heRelated Judgment, she each party waives any such immunity in the Specified Courts or it may have any other court of competent jurisdiction, and will not raise or claim or cause to a trial by jury be pleaded any such immunity at or in respect of any dispute arising under such Related Proceeding or relating Related Judgment, including, without limitation, any immunity pursuant to this Escrow Agreement and agree that any such dispute shallthe United States Foreign Sovereign Immunities Act of 1976, at the option of any partyas amended. THE COMPANY AND THE HOLDERS EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT, be tried before a judge sitting without a juryANY TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and exclusively enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties The parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The parties specifically designate the courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “D” of this Article “18” of this Agreement. Nothing contained herein The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (a) damages inconsistent with any applicable agreement between the parties or (b) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be deemed permitted in connection with the arbitration only to limit in any way any right to serve process in any manner permitted the extent, if any, expressly authorized by lawthe arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitration panel may disclose the existence, voluntarily and intentionally waive (to content or results of the extent permitted by applicable law) any right hearbitration only as provided in the rules of the American Arbitration Association in New York, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York Jersey without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York Jersey and made pursuant to the laws of the State of New York, without giving effect to the principles Jersey. Except as otherwise provided in Article "18" of conflicts of law. Moreoverthis Agreement, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration in Newark, New Jersey, with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall be an agreement entered into by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York and made pursuant to Jersey, County of Essex. In all arbitrations, judgment upon the laws arbitration award may be entered in any court having jurisdiction. The parties specifically designate the Courts in the City of the Newark, State of New York, without giving effect Jersey as properly having jurisdiction for any proceeding to the principles of conflicts of lawconfirm and enter judgment upon any such arbitration award. The Parties parties hereby consent to and submit to personal jurisdiction over each of them by the exclusive jurisdiction of the courts Courts of the State of New York, County of New York, as properly having venue Jersey in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "20" of this Agreement. Nothing contained herein The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to limit be the prevailing party in any way any right to serve process a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in any manner permitted a writing by lawthe other party by fifteen percent (15%) or more. The parties hereby knowinglyFor example, voluntarily if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and intentionally waive expenses, the other party ("B") has offered A $50,000 prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree the panel should determine that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryB has "prevailed".

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles . Except as otherwise provided in Article "26" of conflicts of law. Moreoverthis Agreement, the Parties parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration solely in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration ("A") seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party ("B") has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has "prevailed". The parties specifically designate the courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "28" of this Agreement. Nothing contained herein The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be deemed permitted in connection with the arbitration only to limit in any way any right to serve process in any manner permitted the extent, if any, expressly authorized by lawthe arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitration panel may disclose the existence, voluntarily and intentionally waive (to content or results of the extent permitted by applicable law) any right hearbitration only as provided in the rules of the American Arbitration Association in New York, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; PharmaHub is a Nevada corporation and (ii) the Company was formed pursuant to Akanas Members reside in Massachusetts, the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located parties agree that in the State interest of New York; (iv) providing for a choice of law which shall not unduly favor any one Party over the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to Parties, this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. MoreoverExcept as otherwise provided in Article “17” of this Agreement, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in the State of New York County, New York. Any such arbitration shall be by a panel of three arbitrators and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “18” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be accordance with and construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect . The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts any and all disputes, claims, or causes of law. Moreoveraction, in law or equity, arising from or relating to this Agreement including, but not limited to, the Parties agree that specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration pursuant to Section 5-1401 of the General Obligations Law of Federal Arbitration Act in New York, if applicableNew York conducted by the Judicial Arbitration and Mediation Services, this Escrow Agreement shall in all respects be construedInc. (“JAMS”), governedor its successors, applied and enforced in accordance with under the laws then current rules of JAMS; provided that the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the State dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of New York and be deemed the award. accordingly, the parties hereby waive any right to be an agreement entered into a jury trial. The arbitrator shall have the discretion to award attorney’s fees to the party the arbitrator determines is the prevailing party in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of lawarbitration. The Parties Each party hereby consent to and submit irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State City of New York, County borough of New YorkManhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), as properly having venue 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 in relation to this Escrow Agreementis improper or based upon forum non conveniens for such proceeding. The Parties Each party hereby waive irrevocably waives personal service of any and all process and specifically consent that consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the courts of the State of New York, County of New York, any effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process may be effectuated upon any of them by certified mail, return receipt requestedand 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. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney’s fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Page 18 of 21 Initial _________ Initial _________ Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5 1401 of the fact that: (i) the Purchaser was formed pursuant to the laws General Obligations of the State Laws of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the internal laws of the State of New York. Except as otherwise set forth in Article “23” of this Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “25” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the extent permitted by applicable lawcommencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) any right hedollars to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance under (i) the Delaware General Corporation Law with respect to all matters covered therein, and (ii) the laws of the State of New York as to any and all other matters, in each case without giving effect to the principles of conflicts of laws, and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles . Except as otherwise provided in this Section 10.5 of conflicts of law. Moreoverthis Agreement, the Parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the Courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit , in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury accordance with Section 10.4 of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryAgreement.

Governing Law; Disputes. In order to induce Aclor to enter into this Agreement, including, but not limited to, the provisions of this Paragraph “D” of this Article “19” of this Agreement, and in view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser each of Aclor and Metiscan is located in the State of New YorkTexas; (ivii) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota Xxxxxxx & Yam, LLP and other states; (vii) the principal place of business of the Escrow Agent is Xxxxx & Fraade, P.C’s offices are located in the State of New York; and (viiiiii) it is contemplated that virtually all of Xxxxxxx & Yam, LLP and Xxxxx & Fraade, P.C.’s services pursuant rendered with respect to this Escrow Agreement the Acquisition and the Closing will be performed rendered in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York County, New York. Any such arbitration shall be by a panel of three arbitrators who shall also be certified public accountants and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “19” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest. The parties agree that in any litigation relating to this Escrow Agreement or among the parties, Xxxxx & Fraade, P.C. shall only represent Holdings, Bridgepoint and agree that any such dispute shallXxxxx X. Xxxxx, at the option Xxxxx Xxxx or Xxxxxx Xxxxx individually or on behalf of any party, be tried before a judge sitting without a jury.Metiscan

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; PharmaHub is a Nevada corporation, and (ii) the Company was formed pursuant to Akanas Members reside in Massachusetts, the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located parties agree that in the State interest of New York; (iv) providing for a choice of law which shall not unduly favor any one Party over the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to Parties, this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. MoreoverExcept as otherwise provided in Article “15” of this Agreement, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in the State of New York County, New York. Any such arbitration shall be by a panel of three arbitrators and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “18” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties The parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration solely in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "11" of this Agreement. Nothing contained herein The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be deemed permitted in connection with the arbitration only to limit in any way any right to serve process in any manner permitted the extent, if any, expressly authorized by lawthe arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitration panel may disclose the existence, voluntarily and intentionally waive (to content or results of the extent permitted by applicable law) any right hearbitration only as provided in the rules of the American Arbitration Association in New York, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement and Xxxx of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law Sale shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied governed by and enforced construed in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant Delaware, without regard to the laws choice of law provisions of the State of New York, without giving effect Delaware or any other jurisdiction to the principles contrary. If the parties fail to reach agreement with respect to a dispute or difference (other than as to a question relating to patent validity, which the parties intend will be decided in litigation and not in arbitration), between the parties arising out of conflicts or in connection with this Agreement and Xxxx of law. MoreoverSale, the Parties agree that pursuant dispute or difference will, to Section 5-1401 of the General Obligations Law of fullest extent permitted by law, be determined by arbitration in New YorkYork City, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws Commercial Arbitration Rules of the State American Arbitration Association by an independent and impartial arbitrator, who (unless the parties agree otherwise) shall have had both training and experience as an arbitrator of New York agricultural technology licensing matters, including biotechnology, and be deemed to be an agreement entered into who shall be, and for at least ten years shall have been, a partner, shareholder or member in a highly respected law firm headquartered in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of lawUnited States. The Parties hereby consent arbitrator may decide any issue as to and submit to the exclusive jurisdiction of the courts of the State of New Yorkwhether, County of New York, or as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right heto which, she or it may have to a trial by jury of any dispute arising under or relating is subject to the arbitration and other dispute resolution provisions in this Agreement and Xxxx of Sale. The arbitrator must base the award on the provisions of this Agreement and Xxxx of Sale and must render the award in a writing which must include an explanation of the reasons for such award. Any arbitration pursuant to this Escrow section will be governed by the substantive laws of Delaware applicable to contracts made and to be performed in that state, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (9 U.S.C. ss.1 et seq.). Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The statute of limitations of Delaware applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under this Section. All fees, costs and expenses of the arbitrator, and all other costs and expenses of the arbitration, will be shared equally by the parties to this Agreement and Xxxx of Sale unless such parties agree that any otherwise or unless the arbitrator in the award assesses such dispute shallcosts and expenses against one of such parties or allocates such costs and expenses other than equally between such parties. Notwithstanding the foregoing, at either party may, on good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction, to be effective pending the option institution of any party, be tried before a judge sitting without a jurythe arbitration process and the deliberation and award of the arbitrator.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; PharmaHub is a Nevada corporation, and (ii) the Company was formed pursuant to Akanas Members reside in Massachusetts, the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located parties agree that in the State interest of New York; (iv) providing for a choice of law which shall not unduly favor any one Party over the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to Parties, this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. MoreoverExcept as otherwise provided in Article “15” of this Agreement, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in the State of New York County, New York. Any such arbitration shall be by a panel of three arbitrators and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “18” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. N:\Clients\China PharmaHub\Akanas\Definitive Agreement\Definitive Agreement v.f.3.doc “PURSUANT TO 17 C.F.R. § 240.24B-2, CONFIDENTIAL INFORMATION (INDICATED BY [*]) HAS BEEN OMITTED FROM THIS DOCUMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT APPLICATION FILED WITH THE COMMISSION” The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) FTIS was formed pursuant to the Purchaser laws of Delaware; (ii) FTIS has offices in the State of New York, (iii) DGLT was formed pursuant to the laws of the State of New YorkDelaware; (iiiv) DMI has offices in the Company State of Minnesota; (v) FTIS was formed pursuant to the laws of the State of Delaware Delaware; (iiivi) the principal place of business of the Purchaser is located FTIS has an address in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicableMinnesota, the Parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York County, New York. Any such arbitration shall be by a panel of three arbitrators who shall also be certified public accountants and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “15” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney’s fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort other than as specifically granted to State Courts within the State of New York. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the Parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the Parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The Parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other Parties and shall afford such Parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of law and be deemed to be an agreement entered into in the State of New York and made pursuant to under the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties The parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration in New York, if applicableNew York for the entire subject matter of any and all disputes relating to or arising under this Agreement. Any such arbitration shall be conducted in New York, this Escrow Agreement shall New York by under the rules then obtaining of the American Arbitration Association in New York, New York. In all respects arbitrations, judgment upon the arbitration award may be construed, governed, applied entered in any court having jurisdiction. The parties specifically designate the Courts in the City of New York and enforced in accordance with State of New York as properly having venue for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the laws Courts of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by first class or certified mail, return receipt requestedrequested in accordance with paragraph "C" of this Article "17" of this Agreement. Nothing contained herein The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators; provided, however, that if a proceeding is commenced to confirm and enter a judgment thereon by the Courts of the State of New York and such application is denied, no such costs or attorneys fees shall be paid. In connection with the arbitrators' determination for this purpose of which party, if any, is the prevailing party, they shall take into account all of the facts and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to limit be the prevailing party unless the amount of the arbitration award is greater than fifteen (15%) percent of the amount offered in any way any right to serve process in any manner permitted writing by lawthe other party. The parties hereby knowinglyFor example, voluntarily if the party initiating the arbitration ("A") seeks an award of $100,000 plus costs and intentionally waive expenses, the other party ("B") has offered A $50,000 prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree the panel should determine that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryB has "prevailed".

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; PharmaHub is a Nevada corporation and (ii) the Company was formed pursuant to Akanas Members reside in Massachusetts, the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located parties agree that in the State interest of New York; (iv) providing for a choice of law which shall not unduly favor any one Party over the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to Parties, this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. MoreoverExcept as otherwise provided in Article “17” of this Agreement, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in the State of New York County, New York. Any such arbitration shall be by a panel of three arbitrators and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “18” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jury.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York and the Corporate law of Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles . Except as otherwise provided in this Article "21" of conflicts of law. Moreoverthis Agreement, the Parties parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the Courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit , in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury accordance with Paragraph "C" of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option Article "21" of any party, be tried before a judge sitting without a jurythis Agreement.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect . The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicableNew York. Notwithstanding the foregoing, this Escrow Agreement either party may seek injunctive relief from a court of 56 competent jurisdiction, to avoid irreparable harm, but only to the extent of claims that are not monetary in nature. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “20” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a 57 party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article "24" of this Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "26" of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration ("A") seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party ("B") has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the extent permitted by applicable lawcommencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) any right hedollars to A, she the panel should determine that B has "prevailed". The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article "19" of this Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "21" of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration ("A") seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party ("B") has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the extent permitted by applicable lawcommencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) any right hedollars to A, she the panel should determine that B has "prevailed". The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article "16" of this Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "20" of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration ("A") seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party ("B") has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the extent permitted by applicable lawcommencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) any right hedollars to A, she the panel should determine that B has "prevailed". The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow This Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied governed by and enforced construed in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant Delaware, without regard to the laws choice of law provisions of the State of New York, without giving effect Delaware or any other jurisdiction to the principles contrary. If the parties fail to reach agreement with respect to a dispute or difference (other than as to a question relating to patent validity, which the parties intend will be decided in litigation and not in arbitration), between the parties arising out of conflicts of law. Moreoveror in connection with this Agreement, the Parties agree that pursuant dispute or difference will, to Section 5-1401 of the General Obligations Law of fullest extent permitted by law, be determined by arbitration in New YorkYork City, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws Commercial Arbitration Rules of the State American Arbitration Association by an independent and impartial arbitrator, who (unless the parties agree otherwise) shall have had both training and experience as an arbitrator of New York agricultural technology licensing matters, including biotechnology, and be deemed to be an agreement entered into who shall be, and for at least ten years shall have been, a partner, shareholder or member in a highly respected law firm headquartered in the State of New York and made pursuant United States. The arbitrator may decide any issue as to whether, or as to the laws of the State of New Yorkextent to which, without giving effect any dispute is subject to the principles of conflicts of law. The Parties hereby consent to arbitration and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue other dispute resolution provisions in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service arbitrator must base the award on the provisions of this Agreement and must render the award in a writing which must include an explanation of the reasons for such award. Any arbitration pursuant to this section will be governed by the substantive laws of Delaware applicable to contracts made and to be performed in that state, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (9 U.S.C. ss.1 et seq.). Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The statute of limitations of Delaware applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under this Section. All fees, costs and expenses of the arbitrator, and all other costs and expenses of the arbitration, will be shared equally by the parties to this Agreement unless such parties agree otherwise or unless the arbitrator in the award assesses such costs and expenses against one of such parties or allocates such costs and expenses other than equally between such parties. Notwithstanding the foregoing, either party may, on good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction, to be effective pending the institution of the arbitration process and specifically consent that in any such action or proceeding brought in the courts deliberation and award of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryarbitrator.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow This Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied governed by and construed and enforced in accordance with the laws of the State of New York and be deemed without regard to be an agreement entered into in principles of conflicts of law other than the New York General Obligations Law §§5-1401, 5-1402. The State or Federal Courts located within the State of New York shall have jurisdiction over any and made pursuant all disputes between the parties hereto, whether in law or equity, arising out of or relating to this Agreement and the laws of agreements, instruments and documents contemplated hereby, and the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby parties consent to and agree to submit to the exclusive jurisdiction of the courts such courts. Each of the State of New York, County of New York, as properly having venue parties hereby waives and agrees not to assert in any action such dispute, to the fullest extent permitted by applicable law, any claim that (a) such party is not personally subject to the jurisdiction of such courts, (b) such party and such party's property is immune from any legal process issued by such courts, or (c) any litigation or other proceeding commenced in relation to this Escrow Agreementsuch courts is brought in an inconvenient forum. The Parties parties hereby waive personal service agree that mailing of any and all process and specifically consent that or other papers in connection with any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process manner provided in Section 11 or in such other manner as may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. The parties hereby knowinglyEACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, voluntarily and intentionally waive (to the extent permitted by applicable law) any right heAND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shallALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, at the option of any party, be tried before a judge sitting without a juryPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York and the Corporate law of Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles . Except as otherwise provided in this Article "30" of conflicts of law. Moreoverthis Agreement, the Parties parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the Courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit , in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury accordance with Paragraph "C" of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option Article "30" of any party, be tried before a judge sitting without a jurythis Agreement.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the internal laws of the State of New York Jersey without giving effect to the principles of conflict of laws and be deemed to be an agreement made under the laws of and entered into in the State of New York Jersey. Except as otherwise provided in Article "9" of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration in New York, New York, with respect to the entire subject matter of any and made all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to the laws rules then obtaining of the State American Arbitration Association in New York, New York. The parties may agree in writing to conduct any arbitration in another location or forum by their mutual consent. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the Courts in the County of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law State of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied York as properly having jurisdiction for any proceeding to confirm and enforced in accordance with enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the laws Courts of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "11" of this Agreement. Nothing contained herein The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators; provided, however, that if a proceeding is commenced to confirm and enter a judgment thereon by the Courts of the State of New York and such application is denied, no such costs or attorneys fees shall be paid. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the facts and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to limit be the prevailing party unless the amount of the arbitration award is greater than fifteen (15%) percent of the amount offered in any way any right to serve process in any manner permitted writing by lawthe other party. The parties hereby knowinglyFor example, voluntarily if the party initiating the arbitration ("A") seeks an award of $100,000 plus costs and intentionally waive expenses, the other party ("B") has offered A $50,000 prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree the panel should determine that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryB has "prevailed".

Governing Law; Disputes. In view of the fact that: (i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal suit, action or proceeding arising out of or based upon this Agreement or the Purchaser was formed pursuant to transactions contemplated hereby (“Related Proceedings”) may be instituted in the laws federal courts of the State United States of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is America located in the State Borough of New York; (iv) the principal place of business of the Company is located Manhattan in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State City of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of or the courts of the State of New York, County York in each case located in the Borough of Manhattan in the City of New YorkYork (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service which such jurisdiction is non-exclusive) of any and all process and specifically consent that such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth below shall be effective service of process for any suit, action or other proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawsuch court. The parties hereby knowingly, voluntarily irrevocably and intentionally unconditionally waive (any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any right heRelated Judgment, she each party waives any such immunity in the Specified Courts or it may have any other court of competent jurisdiction, and will not raise or claim or cause to a trial by jury be pleaded any such immunity at or in respect of any dispute arising under such Related Proceeding or relating Related Judgment, including, without limitation, any immunity pursuant to this Escrow Agreement and agree that any such dispute shallthe United States Foreign Sovereign Immunities Act of 1976, at the option of any partyas amended. THE COMPANY, be tried before a judge sitting without a juryTHE ISSUER AND THE BUYERS EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was both Madison and Fastfix were formed pursuant to under the laws of the State of New YorkDelaware; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser each of Madison and Fastfix is located in the State of New York; (iviii) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does Fastfix intends to do business throughout the United Statesworld; (viiv) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is Xxxxx & Fraade, P.C.’s offices are located in the State of New York; and (viiivii) it is contemplated that virtually all of Xxxxx & Fraade, P.C.’s services pursuant rendered with respect to this Escrow Agreement the Acquisition and the Closing will be performed rendered in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York County, New York. Any such arbitration shall be by a panel of three arbitrators who shall also be certified public accountants and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “12” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to The parties agree that this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. MoreoverExcept as otherwise provided in Article “22” of this Agreement, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in the State of New York County, New York. Any such arbitration shall be by a panel of three arbitrators and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “24” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. (a) In view the event any controversy or claim arises out of or relates to any resultant Purchase Order ("Dispute") either Party may send written notice to the other outlining the substance of the fact that: (i) the Purchaser was formed pursuant to the laws Dispute. After receipt of the State notice, the Parties shall engage in good faith negotiations through persons with appropriate authority to resolve the Dispute. If any Dispute remains unresolved thirty (30) calendardays from the date the notice is received by the other Party, or such additional time as the Partiesmutually agree upon in writing, such Dispute shall be finally settled by binding and confidential arbitration administered by the American Arbitration Association in accordance with its CommercialArbitration Rules. The number of Arbitrators shall be three (3). The claimant shall name one arbitrator in its request for arbitration, the respondent shall name one arbitrator in its response. Unless the nominated arbitrators cannot agree on the appointment of the third arbitrator who shallserve as the Chairman, the President of the American Arbitration Association shall appoint the thirdarbitrator. Arbitration shall be conducted in New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of , New York, in order the English language. The Arbitrators shall, to avoid the question extent possible, have experience in international defense industry contracting arrangements, governmental procurement, and the governing law of which state law shall be applicablethis Purchase Order. To the extent possible, the Parties agree that: This Escrow Agreement Arbitrators shall also be chosen so as to minimize any legal restrictions on access by the Arbitrators to relevant technical or legally controlled information. TheArbitrators may award compensatory damages against either Party, but are not authorized to award punitive, exemplary or multiple damages of any kind. The Arbitrators shall have the authority, but not the obligation, to award the costs of arbitration, including reasonable attorney’s fees, to the prevailing Party; however, if the Arbitrators do not award such costs and fees, each Party will be responsible for its own costs, but shall equally share the costs and fees imposed by the Arbitratorsfor their expenses. Judgment upon the award rendered by the Arbitrators may be entered in all respects any court having jurisdiction thereof or application may be construed, governed, applied and enforced in accordance with the laws made by any such court for a judicial recognition of the State award and an order of New York and be deemed enforcement, as the case may be, all regardless of conflictsof law issues. The Parties waive any right they may enjoy under the law of any nation to be an agreement entered into in the State of New York and made pursuant apply to the laws courts of any such nation for relief from the State provisions of New York, without giving effect to this Section 7 or from any decision ofthe Arbitrators made before the principles of conflicts of lawaward. MoreoverNotwithstanding the foregoing, the Parties agree that pursuant to Section 5-1401 the rights of the General Obligations Law of New York, if applicable, United States Government in any technical data associated with any Goods/Services or servicesprocured under this Escrow Agreement Purchase Order shall in all respects not be construed, governed, applied and enforced arbitral in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jurySection 7.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow This Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall governed in all respects and shall be construed, governed, applied and enforced interpreted in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect regard to the principles of conflicts of laws or statutes, international law, or treaties. MoreoverEach Party knowingly and voluntarily agrees that any and all disputes arising out of or in any way related to this Agreement, the Parties agree that pursuant to Section 5-1401 performance of the General Obligations Law of New YorkServices, if applicable, this Escrow Agreement and any other matter between Town and Vendor shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into adjudicated exclusively in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts Supreme Court of the State of New York, County of New York, as properly having Suffolk. Vendor and Town each knowingly and voluntarily submit and consent to the personal jurisdiction of such court over it and shall not object to jurisdiction and/or venue in any action or proceeding in relation to and shall not allege the defense of forum non conveniens. Each Party knowingly and voluntarily confirms that this Escrow Agreement. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought Agreement is being executed in the courts State of New York and that all of the Services shall be performed exclusively in the State of New York. Vendor waives all rights to interpose any claims, County deductions, setoffs or counterclaims of New Yorkany nature in any such dispute. Notwithstanding any provision herein to the contrary, nothing shall prevent the assertion of any service claim by Vendor by separate Action. 40 FORCE MAJEURE. Town shall not have any responsibility or liability to Vendor whatsoever for suspending payment of process may be effectuated upon any Fees or otherwise if Vendor is unable to perform its obligations under this Agreement as a result and throughout the duration of them by certified mail, return receipt requesteda Force Majeure Occurrence. Nothing contained herein Vendor not shall be deemed entitled to, and covenants and agrees not to, suspend or terminate providing the Services to limit in Town and/or Town’s access to or use of the Cloud Software for any way reason whatsoever including for claims that Town did not pay all Fees due or otherwise breached any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to or all of the extent permitted by applicable law) any right he, she or it may have to a trial by jury provisions of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryAgreement.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties The parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration solely in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has “prevailed”. The parties specifically designate the courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit , in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive accordance with Paragraph “(to the extent permitted by applicable law) any right he, she or it may have to a trial by jury C)” of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option Article “3” of any party, be tried before a judge sitting without a jurythis Agreement.

Governing Law; Disputes. In view of the fact that: (i) it is contemplated that the Purchaser was formed pursuant to Service Providers and the laws of the State of New YorkCompany shall reside in different states and countries; and (ii) the Company was formed pursuant to the laws of the State of Delaware ; because Xxxxx & Fraade, P.C.'s (iii"M&F") the principal place of business of the Purchaser is offices are located in the State of New York; (iv) York the principal place of business of the Company is located work performed in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to drafting this Escrow Agreement will be performed occurred in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Except as otherwise provided in Article "20" of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York, New York. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "23" of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has `'prevailed". The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view This Registration Rights Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligation Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York and the Corporate law of Delaware without giving effect to the principals of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect . The parties of this Registration Rights Agreement shall be deemed to the principles of conflicts of law. Moreover, the Parties agree that pursuant have agreed to Section 5-1401 of the General Obligations Law of binding arbitration in New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York with respect to the entire subject matter of any and all disputes relating to or arising under this Registration Rights Agreement. Any such arbitration shall be deemed to be an agreement entered into in the State by a panel of New York and made three arbitrators pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has prevailed. The parties specifically designate the Courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jury.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect . The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, New York. Notwithstanding the foregoing, either party may seek injunctive relief from a court of competent jurisdiction, to avoid irreparable harm, but only to the extent of claims that are not monetary in nature. Any such arbitration shall be by a panel of three arbitrators and pursuant to the The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if applicableany, this Escrow Agreement shall in all respects connection with such arbitration as may be construed, governed, applied and enforced in accordance awarded by the arbitrators. In connection with the laws arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the State of New York factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other 60 party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement entered into between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the State of New York and made pursuant same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the laws extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the State arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service of any and all process and specifically consent that in Before making any such action or proceeding brought in the courts of the State of New Yorkdisclosure, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein a party shall be deemed give written notice to limit in any way any right all other parties and shall afford such parties a reasonable opportunity to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryprotect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to The parties agree that this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. MoreoverExcept as otherwise provided in Article “22” of this Agreement, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in the State of New York County, New York. Any such arbitration shall be by a panel of three arbitrators and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “24” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement and agree that obtain such damages in arbitration or in any such dispute shallother forum. In no event, at even if any other portion of these provisions is held invalid or unenforceable, shall the option arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of any party, be tried before a judge sitting without a jurysubstantial need by the party seeking discovery.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect . The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that pursuant to Section 5-1401 of the General Obligations Law of any such arbitration shall be commenced exclusively in New York, if applicable, this Escrow Agreement New York. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the American Arbitration Association in the State of New York, without giving effect to County of New York. In all arbitrations, judgment upon the principles of conflicts of lawarbitration award may be entered in any court having jurisdiction. The Parties parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “5” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyagree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was both Continuity and EDUtoons were formed pursuant to under the laws of the State of New YorkDelaware; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is EDUtoons had been located in the State of New York; (iviii) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does Continuity intends to do business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in world, including the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow that this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York County, New York. Any such arbitration shall be by a panel of three arbitrators who shall also be certified public accountants and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “12” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowinglyParties agree, voluntarily further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and intentionally waive attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or it may have to a trial by jury equitable relief of any dispute arising under sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or relating (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to this Escrow Agreement obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and agree that the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware Delaware; (ii) it is contemplated that the Holders of the Series A Anti-Dilutive Preferred Stock could be any persons or corporations located or formed in any State, including Delaware; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business office of the Company is presently located in the State of Arizona; and (v) the Purchaser does business throughout the United States; (viviii) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties Company and the Holders of the Series A Anti-Dilutive Preferred Stock agree that: This Escrow Agreement Certificate of Designation shall in all respects be construed, governed, applied construed and enforced in accordance with interpreted pursuant to the internal laws of the State of New York and Delaware without giving effect to the principles of conflicts of laws. Except as specifically provided for in the immediately preceding paragraph, this Certificate of Designation shall be deemed to be an agreement entered into in the State of New York and York, made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied York and enforced in accordance with by the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws courts of the State of New York, without giving effect to the principles of conflicts of law. The Parties Holders of the Series A Anti-Dilutive Preferred Stock and the Company hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue York in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties Holders of the Series A Anti-Dilutive Preferred Stock and the Company hereby waive trial by jury and personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “10” of this Certificate of Designation. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jury.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York Delaware and made pursuant to the laws of the State of New YorkDelaware. Except as otherwise provided in Article "14" of this Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration in Los Angeles, California, with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree that specific matters or disputes as to which arbitration has been expressly provided for by other EXHIBIT 2 to SCHEDULE 13D provisions of this Agreement.. Any such arbitration shall be by a panel of three arbitrators and pursuant to Section 5-1401 the commercial rules then existing of the General Obligations Law of New York, if applicable, this Escrow Agreement shall American Arbitration Association in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York California, County of Orange. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an agreement entered into award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the Courts in the City of Los Angeles, State of New York California as properly having, jurisdiction for any proceeding to confirm and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of lawenter judgment upon any such arbitration award. The Parties parties hereby consent to and submit to personal ..jurisdiction over each of them by the exclusive jurisdiction of the courts Courts of the State of New York, County of New York, as properly having venue California in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "20" of this Agreement. Nothing contained herein The arbitration panel shall have no power to award non-monetary or equitable relief of any sort, It shall also have no power to award (a) damages inconsistent with any applicable EXHIBIT 2 to SCHEDULE 13D agreement between the parties or (b) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same, jurisdiction. Discovery shall be deemed permitted in connection with the arbitration only to limit in any way any right to serve process in any manner permitted the extent, if any, expressly authorized by lawthe arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitration panel may disclose the existence, voluntarily and intentionally waive (to content or results of the extent permitted by applicable law) any right hearbitration only as provided in the rules of the American Arbitration Association in Los Angeles, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that California. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of This Agreement shall in accordance with the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State Laws of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York Delaware and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of lawDelaware. Moreover, the Parties The parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be an agreement entered into commenced exclusively in Delaware. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York and made pursuant to Delaware. In all arbitrations, judgment upon the laws of arbitration award may be entered in any court having jurisdiction. The parties specifically designate the courts in the State of New York, without giving effect Delaware as properly having jurisdiction for any proceeding to the principles of conflicts of lawconfirm and enter judgment upon any such arbitration award. The Parties parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue Delaware in any action or proceeding in relation and submit to this Escrow Agreementpersonal jurisdiction over each of them by such courts. The Parties parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New YorkDelaware, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "20" of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jury.

Governing Law; Disputes. In view This Agreement shall in accordance with Section 5-1401 of the fact that: (i) the Purchaser was formed pursuant to the laws of the State General Obligations Law of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall York in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties The parties agree that pursuant they shall be deemed to Section 5-1401 of the General Obligations Law of have agreed to binding arbitration in New York, if applicableNew York, with respect to the entire subject matter of any and all disputes relating to or arising under this Escrow Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall in all respects be construed, governed, applied by a panel of three arbitrators and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws commercial rules then existing of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the courts in the City of New York, State of New York as properly having venue jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "D" of this Article "21" of this Agreement. Nothing contained herein The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (a) damages inconsistent with any applicable agreement between the parties or (b) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be deemed permitted in connection with the arbitration only to limit in any way any right to serve process in any manner permitted the extent, if any, expressly authorized by lawthe arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitration panel may disclose the existence, voluntarily and intentionally waive (to content or results of the extent permitted by applicable law) any right hearbitration only as provided in the rules of the American Arbitration Association in New York, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that New York. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York Delaware and made pursuant to the laws of the State of New YorkDelaware. Except as otherwise provided in Article "14" of this Agreement, without giving effect the parties agree that they shall be deemed to have agreed to binding arbitration in Los Angeles, California, with respect to the principles entire subject matter of conflicts of law. Moreoverany and all disputes relating to or arising under this Agreement including, but not limited to, the Parties agree that specific matters or disputes as to which arbitration has been expressly provided for by other EXHIBIT 2 to SCHEDULE 13D provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to Section 5-1401 the commercial rules then existing of the General Obligations Law of New York, if applicable, this Escrow Agreement shall American Arbitration Association in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York California, County of Orange. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an agreement entered into award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the Courts in the City of Los Angeles, State of New York California as properly having, jurisdiction for any proceeding to confirm and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of lawenter judgment upon any such arbitration award. The Parties parties hereby consent to and submit to personal ..jurisdiction over each of them by the exclusive jurisdiction of the courts Courts of the State of New York, County of New York, as properly having venue California in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "20" of this Agreement. Nothing contained herein The arbitration panel shall have no power to award non-monetary or equitable relief of any sort, It shall also have no power to award (a) damages inconsistent with any applicable EXHIBIT 2 to SCHEDULE 13D agreement between the parties or (b) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same, jurisdiction. Discovery shall be deemed permitted in connection with the arbitration only to limit in any way any right to serve process in any manner permitted the extent, if any, expressly authorized by lawthe arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitration panel may disclose the existence, voluntarily and intentionally waive (to content or results of the extent permitted by applicable law) any right hearbitration only as provided in the rules of the American Arbitration Association in Los Angeles, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that California. Before making any such dispute shalldisclosure, at the option of any party, be tried before a judge sitting without party shall give written notice to all other parties and shall afford such parties a juryreasonable opportunity to protect their interest.

Governing Law; Disputes. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with under the internal laws of the State of New York Jersey without giving effect to the principles of conflicts of law and be deemed to be an agreement entered into in the State of New York Jersey and made pursuant to under the laws of the State of New York, without giving effect to the principles of conflicts of lawJersey. Moreover, the Parties The parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement they shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to have agreed to binding arbitration in Newark New Jersey for the entire subject matter of any and all disputes relating to or arising under this Agreement. Any such arbitration shall be an agreement conducted in Newark, New Jersey under the rules then obtaining of the American Arbitration Association in Newark, New Jersey. In all arbitrations, judgment upon the arbitration award may be entered into in any court having jurisdiction. The parties specifically designate the Courts in the State of New York Jersey as properly having venue for any proceeding to confirm and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of lawenter judgment upon any such arbitration award. The Parties parties hereby consent to and submit to personal jurisdiction over each of them by the exclusive jurisdiction of the courts Courts of the State of New York, County of New York, as properly having venue Jersey in any action or proceeding in relation to this Escrow Agreement. The Parties hereby proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New Yorkproceeding, any service of process may be effectuated upon any of them by first class or certified mail, return receipt requestedrequested pursuant to Paragraph "C" of Article "14" of this Agreement. Nothing contained herein The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators; provided, however, that if a proceeding is commenced to confirm and enter a judgment thereon by the Courts of the State of New Jersey and such application is denied, no such costs or attorney's fees shall be paid. In connection with the arbitrators' determination for this purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to limit be the prevailing party unless the amount of the arbitration award exceeds the amount offered in any way any right to serve process in any manner permitted writing by lawthe other party by fifteen (15%) percent or more. The parties hereby knowinglyFor example, voluntarily if the party initiating the arbitration ("A") seeks an award of $100,000 plus costs and intentionally waive expenses, the other party ("B") has offered A $50,000 prior to the extent permitted by applicable law) commencement of the arbitration proceeding, and the arbitration panel awards any right heamount less than $57,500 to A, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree the panel should determine that any such dispute shall, at the option of any party, be tried before a judge sitting without a juryB has "prevailed".