Common use of Governing Law; Waiver of Jury Trial; Arbitration Clause in Contracts

Governing Law; Waiver of Jury Trial; Arbitration. The Law of the state of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral, binding arbitration at JAMS, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing by the parties, to the applicable JAMS Arbitration Rules and Procedures. Any such arbitration shall take place in Chicago, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in Rules 16.1 and 16.2 shall be employed. The arbitration shall be conducted by a single arbitrator selected from the JAMS roster of arbitrators. The arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon the parties and shall not be appealed from or contested in any court. Any award rendered hereunder may be entered for enforcement, if necessary, in any court of competent jurisdiction. By entering into this Agreement, and subject to Section 9.9 below, the Parties knowingly and voluntarily waive their right to submit any dispute to the federal or state courts of any jurisdiction.

Governing Law; Waiver of Jury Trial; Arbitration. The Law of the state of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of DelawareTHIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF OHIO. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ALL RIGHTS ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN UNDER OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO CONNECTION WITH THIS AGREEMENT. Except as permitted under Section 9 hereof, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject any controversy or claim arising out of or relating to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral(or the breach thereof) shall be settled by final, binding and non-appealable arbitration at JAMSin Cincinnati, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing Ohio by the parties, to the applicable JAMS Arbitration Rules and Procedures. Any such arbitration shall take place in Chicago, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in Rules 16.1 and 16.2 shall be employedthree arbitrators. The arbitration shall be conducted by a single arbitrator selected from JAMS pursuant to its Employment Arbitration Rules and Procedures and subject to JAMS Policy on Employment Arbitration in accordance with its Employment Arbitration Rules and Procedures then in effect. Judgment on the JAMS roster of arbitratorsaward rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved, or permanent injunctive relief. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, to obtain interim relief or as otherwise required by law, neither a party nor an arbitrator may disclose the content or results of any arbitration hereunder without the prior written consent of the Company and Executive, other than general statements. The fees charged by JAMS and any arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon split equally between the parties and shall not be appealed from or contested in any court. Any award rendered hereunder may be entered for enforcement, if necessary, in any court of competent jurisdiction. By entering into this Agreement, and subject to Section 9.9 below, the Parties knowingly and voluntarily waive their right to submit any dispute to the federal or state courts of any jurisdictionarbitration.

Governing Law; Waiver of Jury Trial; Arbitration. The Law of the state of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the constructionTHIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of DelawareWITHOUT REGARD TO ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ALL RIGHTS ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN UNDER OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO CONNECTION WITH THIS AGREEMENT. Except as permitted under Section 10 hereof, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject any controversy or claim arising out of or relating to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral(or the breach thereof) shall be settled by final, binding and non-appealable arbitration at JAMSin New York, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing New York by the parties, to the applicable JAMS Arbitration Rules and Procedures. Any such arbitration shall take place in Chicago, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in Rules 16.1 and 16.2 shall be employedthree arbitrators. The arbitration shall be conducted by a single arbitrator selected from the JAMS roster of arbitratorspursuant to its Employment Arbitration Rules and Procedures and subject to JAMS Policy on Employment Arbitration in accordance with its Employment Arbitration Rules and Procedures then in effect. The arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree Judgment on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited award rendered by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon the parties and shall not be appealed from or contested in any court. Any award rendered hereunder arbitrators may be entered for enforcement, if necessary, in any court having jurisdiction thereof. The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdictionjurisdiction could order or grant, including, without limitation, the issuance of an injunction. By entering into However, either party may, without inconsistency with this Agreementarbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved, or permanent injunctive relief. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, to obtain interim relief or as otherwise required by law, neither a party nor an arbitrator may disclose the content or results of any arbitration hereunder without the prior written consent of the Company and Executive, other than general statements. The Company shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law, and subject shall pay the arbitrator’s fees and any other fees or costs unique to Section 9.9 below, the Parties knowingly and voluntarily waive their right to submit any dispute to the federal or state courts of any jurisdictionarbitration.

Governing Law; Waiver of Jury Trial; Arbitration. The Law (i) This Agreement shall be governed by and construed in accordance with the laws of the state State of Delaware shall govern (a) all claims or matters related New York applicable to or arising from contracts made and to be performed therein. The parties to this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties hereby agree to submit all disputesto the jurisdiction of the courts of the State of New York, claims the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof in any action or controversies concerning proceeding arising out of or relating to this Agreement. The parties hereto irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein. Any dispute or controversy between the Company and any Holder arising under or in connection with this Agreement shall be resolved by arbitration (by three arbitrators) in New York, New York conducted in accordance with the then prevailing rules of the American Arbitration Association, except that, in the selection of the panel of three arbitrators, the Company and such Holder shall each select one arbitrator and such party-selected arbitrators shall select the third arbitrator. The parties hereby agree that no party shall be entitled to neutralpunitive damages hereunder. If any party shall fail to select an arbitrator within 30 days after being notified by the other party of the commencement of arbitration proceedings under this Section 6.5, the notifying party may apply to the American Arbitration Association for the appointment of an arbitrator on behalf of the other party. The judgment of the arbitrators in any such proceeding shall be final, binding arbitration at JAMS, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing by and conclusive on the parties, to the applicable JAMS Arbitration Rules and Procedures. Any such arbitration shall take place in Chicago, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in Rules 16.1 and 16.2 shall be employed. The arbitration shall be conducted by a single arbitrator selected from the JAMS roster of arbitrators. The arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon the parties and shall not be appealed from or contested in any court. Any award rendered hereunder judgment may be entered for enforcement, if necessary, by the prevailing party on account thereof. The prevailing party or parties in any court of competent jurisdiction. By entering into an arbitration conducted pursuant to this Agreement, Section 6.5 shall be entitled to recover its legal fees and subject to Section 9.9 below, expenses from the Parties knowingly and voluntarily waive their right to submit any dispute to the federal losing party or state courts of any jurisdictionparties thereof.

Governing Law; Waiver of Jury Trial; Arbitration. The Law of the state of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any All questions concerning the construction, interpretationvalidity, validity enforcement and enforceability interpretation of this Agreement, and Agreement shall be governed by the performance internal laws of the obligations imposed by this AgreementState of New York, in each case without giving effect to any choice-of-choice of law or conflict-of-conflict of law rules provision or provisions rule (whether of the state State of Delaware New York or any other jurisdictionjurisdictions) that would cause the application of the Law laws of any jurisdiction jurisdictions other than the state State of DelawareNew York. EACH PARTY HERETO EXPRESSLY WAIVES, TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY ACTIONTRANSACTION RELATING HERETO OR THERETO. EACH PARTY HERETO CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, SUIT CITY OF NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE DISPUTES BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL HERETO PERTAINING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/AGREEMENT OR THE RELATIONSHIPS ESTABLISHED AMONG TRANSACTION UNDER CONSIDERATION, PROVIDED, THAT ANY SUCH DISPUTE, INCLUDING BUT NOT LIMITED TO ANY ISSUE REGARDING ARBITRABILITY, MUST FIRST BE SUBMITTED TO BINDING ARBITRATION IN NEW YORK CITY IN ACCORDANCE WITH THE PARTIES HEREUNDER. Subject to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 COMMERCIAL ARBITRATION RULES AND THE EXPEDITED PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (Post-Closing Adjustments"AAA") THEN IN EFFECT ("THE RULES"), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral, binding arbitration at JAMS, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing by the parties, to the applicable JAMS Arbitration Rules and ProceduresEXCEPT AS MODIFIED HEREIN. Any such arbitration shall take place in Chicago, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in Rules 16.1 and 16.2 shall be employed. The arbitration shall be conducted by a single arbitrator selected from the JAMS roster of arbitrators. The arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon the parties and shall not be appealed from or contested in any court. Any award rendered hereunder may be entered for enforcement, if necessary, in any court of competent jurisdiction. By entering into this Agreement, and subject to Section 9.9 below, the Parties knowingly and voluntarily waive their right to submit any dispute to the federal or state courts of any jurisdictionJUDGMENT UPON THE AWARD MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION.

Governing Law; Waiver of Jury Trial; Arbitration. The Law of the state of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law 52 FH12251261.5 or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral, binding arbitration at JAMS, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing by the parties, to the applicable JAMS Arbitration Rules and Procedures. Any such arbitration shall take place in Chicago, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in Rules 16.1 and 16.2 shall be employed. The arbitration shall be conducted by a single arbitrator selected from the JAMS roster of arbitrators. The arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon the parties and shall not be appealed from or contested in any court. Any award rendered hereunder may be entered for enforcement, if necessary, in any court of competent jurisdiction. By entering into this Agreement, and subject to Section 9.9 below, the Parties knowingly and voluntarily waive their right to submit any dispute to the federal or state courts of any jurisdiction.

Governing Law; Waiver of Jury Trial; Arbitration. The Law (i) This Agreement ------------------------------------------------ shall be governed by and construed in accordance with the laws of the state State of Delaware shall govern (a) all claims or matters related New York applicable to or arising from contracts made and to be performed therein. The parties to this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties hereby agree to submit all disputesto the jurisdiction of the courts of the State of New York, claims the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof in any action or controversies concerning proceeding arising out of or relating to this Agreement. The parties hereto irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein. Any dispute or controversy between the Company and any Holder arising under or in connection with this Agreement shall be resolved by arbitration (by three arbitrators) in New York, New York conducted in accordance with the then prevailing rules of the American Arbitration Association, except that, in the selection of the panel of three arbitrators, the Company and such Holder shall each select one arbitrator and such party-selected arbitrators shall select the third arbitrator. The parties hereby agree that no party shall be entitled to neutralpunitive damages hereunder. If any party shall fail to select an arbitrator within 30 days after being notified by the other party of the commencement of arbitration proceedings under this Section 6.5, the notifying party may apply to the American Arbitration Association for the appointment of an arbitrator on behalf of the other party. The judgment of the arbitrators in any such proceeding shall be final, binding arbitration at JAMS, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing by and conclusive on the parties, to the applicable JAMS Arbitration Rules and Procedures. Any such arbitration shall take place in Chicago, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in Rules 16.1 and 16.2 shall be employed. The arbitration shall be conducted by a single arbitrator selected from the JAMS roster of arbitrators. The arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon the parties and shall not be appealed from or contested in any court. Any award rendered hereunder judgment may be entered for enforcement, if necessary, by the prevailing party on account thereof. The prevailing party or parties in any court of competent jurisdiction. By entering into an arbitration conducted pursuant to this Agreement, Section 6.5 shall be entitled to recover its legal fees and subject to Section 9.9 below, expenses from the Parties knowingly and voluntarily waive their right to submit any dispute to the federal losing party or state courts of any jurisdictionparties thereof.

Governing Law; Waiver of Jury Trial; Arbitration. The (j) This Agreement shall be governed by and construed in accordance with the Law of the state State of Delaware shall govern New York. (ak) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 7.4(b). -40- (l) Any and all claims claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in question arising under or matters related relating to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the constructionTransactions, interpretation, validity and enforceability or the alleged breach of this Agreement, and or in any way relating to the performance subject matter of this Agreement or the relationship between the Parties created by this Agreement (hereafter, a “Dispute”), other than a Dispute (x) with respect to the determination of the obligations imposed by this Agreement, Final Net Working Capital which shall be resolved solely in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of accordance with the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject to Section 9.9 below, and except for the dispute resolution provisions procedures set forth in Section 2.4 (Post-Closing Adjustments1.5(c)(ii), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral, binding arbitration at JAMS, pursuant (y) with respect to the JAMS Arbitration Administrative Policies anddetermination of a final Earn-out Calculation Statement which, unless otherwise agreed in writing by the parties, subject to the applicable JAMS Arbitration Rules and Procedures. Any such arbitration limitations set forth therein, shall take place be resolved solely in Chicago, Illinois. For cases proceeding under accordance with the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures procedures set forth in Rules 16.1 and 16.2 Section 1.6(b) of Exhibit C, shall be employedsettled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”) then in force to the extent such Rules are not inconsistent with the provisions of this Agreement. For the purposes of this Section 7.4, Buyer, on the one hand, and Sellers, acting collectively by a majority of the Percentage Interests, on the other hand, shall each be an “Arbitration Party”. The Arbitration Party commencing arbitration shall be conducted by deliver to the other Arbitration Party a single arbitrator selected from written notice of intent to arbitrate (a “Demand”) in accordance with Rule R-4 of the JAMS roster Rules and Title 9 of arbitratorsthe U.S. Code. The arbitrator shall be selected through a mutual strike process administered by JAMS if Buyer and Cannabist cannot agree Judgment on the selection of a mutually agreeable arbitrator from the JAMS roster. The discovery in any such arbitration shall be reasonably limited award rendered by the arbitrator to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of the arbitrator shall be final and binding upon the parties and shall not be appealed from or contested in any court. Any award rendered hereunder arbitrator(s) may be entered for enforcement, if necessary, in any court of competent jurisdiction. By entering into this Agreement, and subject to Section 9.9 below, the Parties knowingly and voluntarily waive their right to submit any dispute to the federal or state courts of any jurisdictionhaving jurisdiction thereof.

Governing Law; Waiver of Jury Trial; Arbitration. The Law of the state of Delaware shall govern (a) This Agreement shall be deemed to be made in and in all claims or matters related respects shall be interpreted, construed and governed by and in accordance with the Laws of the State of Delaware without regard to or arising from this Agreement (including any tort or non-contractual claims) and the conflict of law principles thereof to the extent that such principles would direct a matter to another jurisdiction. (b) any questions concerning the constructionTO THE EXTENT PERMITTED BY APPLICABLE LAW, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT THE PARTIES HEREBY WAIVES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR LEGAL PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OF OR INCIDENTAL RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/AGREEMENT OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. Subject TRANSACTIONS. (c) Any controversy, claim or other dispute arising out of or relating to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral, shall be determined by binding arbitration at administered by JAMS in accordance with JAMS, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing by the parties, to the applicable JAMS ’ Comprehensive Arbitration Rules and Procedures. Any Procedures as such arbitration shall take place in ChicagoRules exist on the date of this Agreement, Illinois. For cases proceeding under the JAMS Comprehensive Rules, the parties agree that the Expedited Procedures set forth in including Rules 16.1 and 16.2 shall be employed. The arbitration shall be conducted by a single arbitrator selected from the JAMS roster of arbitrators. The arbitrator thereof, before one arbitrator, who shall be selected through a mutual strike process administered jointly by JAMS the parties involved in such controversy, claim or other dispute or, if Buyer and Cannabist such parties cannot agree on the selection of a mutually agreeable the arbitrator, shall be selected by JAMS (provided that any arbitrator from selected by JAMS shall not, without the JAMS rosterconsent of the parties involved in the controversy, claim or dispute, be affiliated with such parties or their counsel). The discovery in any such Any arbitration shall be reasonably limited by held in San Jose, California. Judgment may be entered on the arbitrator arbitrator’s award in any court having jurisdiction. In addition to effectuate the customary goals of arbitration to achieve cost-efficient resolution of disputes. The award of any other proper relief, the arbitrator shall be final empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Unless and binding upon until the arbitrator shall have awarded the prevailing party costs and attorneys’ fees pursuant to the immediately following sentence, the parties and shall not be appealed from or contested in any court. Any award rendered hereunder may be entered for enforcement, if necessary, in any court of competent jurisdiction. By entering into this Agreement, and subject to Section 9.9 below, the Parties knowingly and voluntarily waive their right to submit any dispute to the federal or state courts arbitration proceeding shall equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing party (as determined by JAMS) shall be entitled to recover reasonable costs and expenses (including expert witness fees, attorneys’ fees and costs of any jurisdictiondiscovery) incurred during the course of arbitration.