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; 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 “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 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 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 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; 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) 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 order to induce the Buyer to enter into this Agreement and in view of the fact that: (i) that because 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 Company’s offices are located in the State of New York; (iv) York and the principal place of business of the Company is Buyer’s offices are 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 YorkIllinois, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow as follows: (i) 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. (ii) 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 all disputes relating to or arising in connection with 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 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, 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. (iii) 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 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 signed by the other Party by fifteen (15%) percent or more. For example, if the Party initiating arbitration (“A”) seeks an award of $10,000 plus costs and expenses, the other Party (“B”) has offered A $5,000 prior to the commencement of the arbitration proceeding, and the arbitrators award any amount less than $5,750 to A, the arbitrators should determine that B has “prevailed.” (iv) 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. (v) Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitrators upon a showing of substantial need by the Party seeking discovery. (vi) All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyParties and the arbitrators 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) 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 of the fact that: (i) Corporate was formed pursuant to the Purchaser laws of the Country of the United Kingdom; (ii) ISIM 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 Florida; (iii) the stockholders of Corporate reside in the Country of United Kingdom; (vi) the principal place office of business of the Purchaser is Corporate shall be located in the State of New York; (ivv) Corporate does business throughout the world; and (vi) the principal place of business of the Company ISIM 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: : (i) 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(In addition, 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. .) (ii) 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 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 of the fact that: (i) the Purchaser Payor was formed pursuant to the laws of the State of New YorkDelaware; (ii) the Company was formed pursuant to the laws stockholders of the State of Delaware Payor reside in New York and other states; (iii) the principal place of business office of the Purchaser Payor is located in the State of New YorkJersey; (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 Payee lives 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 : (i) That this Note 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 Note 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, York without giving effect to the principles of conflicts of law. (ii) 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 all disputes relating to or arising in connection with this Note, including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Note 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 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. 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 to this Escrow Agreementconfirm and enter judgment upon any such arbitration award request and submit to personal 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, 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. (iii) 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 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 signed by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration ("A") seeks an award of $10,000 plus costs and expenses, the other party ("B") has offered A $5,000 prior to the commencement of the arbitration proceeding, and the arbitrators award any amount less than $5,750 to A, the arbitrators should determine that B has "prevailed." (iv) 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. (v) Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitrators upon a showing of substantial need by the party seeking discovery. (vi) All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitrators 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 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: (i1) the Purchaser was formed pursuant to the laws of the State of Assignee is a 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 York Corporation with its principle address in the State of New York; , and (iv2) 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 Assignor resides in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: : (i) This Escrow Agreement Assignment of Note 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(In addition, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement Assignment of Note 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. .) (ii) The Parties hereby consent parties agree that they shall be deemed to and submit have agreed to binding arbitration with respect to the exclusive jurisdiction entire subject matter of any and all disputes relating to or arising under this Assignment of Note including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Assignment of Note 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 courts of American Arbitration Association in the State of New York, County of New York. (iii) 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, 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 Courts of the State of New York in any action or proceeding in relation to this Escrow Agreement. The Parties hereby enforce the arbitration award, 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, to the addresses which are set forth in Paragraph "C" of this Article "5" of this Assignment of Note or in each case to such other addresses as shall have last been furnished by the like notice. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (iv) The parties agree that the prevailing party in any arbitration as determined by the arbitrator shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. (v) 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. (vi) Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery. (vii) All aspects of the arbitration shall be treated as confidential. The parties hereby knowinglyand the arbitrator 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 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 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) 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 Each Seller is a limited liability company formed pursuant to the laws of the State of New YorkFlorida; (ii) the Parent Company was is a corporation formed pursuant to the laws of the state of Nevada (iii) the Purchaser is a limited liability company formed pursuant to the laws of the State of Delaware Delaware; (iii) the principal place of business of the Purchaser is located in the State of New York; and (iv) the Purchaser’s principal place of business of the Company office 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: : (i) 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(In addition, 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. .) (ii) 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 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. (iii) The parties agree, further, that the prevailing party in any action between the parties shall be entitled to such costs and attorney’s fees, if any, in connection with such action.