Common use of Applicable Law; Arbitration Clause in Contracts

Applicable Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia applicable to agreements made in and wholly to be performed in that jurisdiction, except for matters arising under the Act or the Securities Exchange Act of 1934, which matters shall be construed and interpreted in accordance with such laws. Any controversy or claim arising out of or related to this Warrant or the breach thereof, shall be settled by binding arbitration in Atlanta, Georgia in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). A proceeding shall be commenced upon written demand by Company or any Investor to the other. The arbitrator(s) shall enter a judgment by default against any party, which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be conducted by one (1) arbitrator, unless the amount alleged to be in dispute exceeds two hundred fifty thousand dollars ($250,000), in which case three (3) arbitrators shall preside. The arbitrator(s) will be chosen by the parties from a list provided by the AAA, and if they are unable to agree within ten (10) days, the AAA shall select the arbitrator(s). The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys' and experts' fees, as the arbitrators believe is appropriate in light of the merits of the parties' respective positions in the issues in dispute. Each party submits irrevocably to the jurisdiction of any state court sitting in Atlanta, Georgia or to the United States District Court sitting in Georgia for purposes of enforcement of any discovery order, judgment or award in connection with such arbitration. The award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court having jurisdiction. The arbitration shall be held in such place as set by the arbitrator(s) in accordance with Rule 55. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all of the equitable claims asserted by reason of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in Atlanta, Georgia. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and irrevocably submits to the jurisdiction of said Georgia court.

Applicable Law; Arbitration. This Agreement shall be governed by and construed in accordance with under the laws of the State of Georgia applicable Florida, not including the choice of law rules thereof. Except as provided for in this Agreement, or in any instrument executed in connection herewith, including but not limited to agreements any promissory note made in connection herewith, any and wholly to be performed all disputes, complaints, controversies, claims and grievances arising under, out of, in that jurisdictionconnection with, except for matters arising under the Act or the Securities Exchange Act of 1934, which matters shall be construed and interpreted in accordance with such laws. Any controversy or claim arising out of or any manner related to this Warrant Agreement or the breach thereof, relationship of parties hereunder (an "Arbitrable Event") shall be settled by binding arbitration in Atlanta, Georgia in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association Association. Each of the parties hereto expressly waives the right to conduct any discovery in connection with such arbitration proceedings. In the event of an Arbitrable Event, any party may request that an arbitrator be appointed by the American Arbitration Association, and such matter be arbitrated, within fifteen ("AAA")15) days of the request of the appointment of such arbitrator. A proceeding decision concerning such matter shall be commenced upon written demand made and given by Company or the arbitrator within fifteen (15) days after such arbitration. Notwithstanding said Rules, any Investor arbitration hearing to the other. The arbitrator(s) shall enter a judgment by default against any party, which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding take place hereunder shall be conducted by in Clearwater, Florida, before one (1) arbitratorarbitrator who shall be an attorney who has substantial experience in commercial law issues. Either party may apply to any court of competent jurisdiction for specific performance or injunctive relief or other interim measures: (i) as expressly provided for elsewhere in this Agreement; (ii) in aid of the arbitration proceedings; or (iii) to enforce the arbitration award, unless the amount alleged but not otherwise. Any such application to a court shall not be in dispute exceeds two hundred fifty thousand dollars ($250,000), in which case three (3) arbitrators shall presidedeemed incompatible or a waiver of this section. The arbitrator(s) will arbitrator shall be chosen by the parties from a list provided by the AAA, required to make written findings of fact and if they are unable conclusions of law to agree within ten (10) days, the AAA shall select the arbitrator(s)support its award. The arbitrators must be experts in securities law and financial transactions. The arbitrators arbitrator shall assess award costs and expenses of the arbitration, including all attorneys' and experts' fees, as the arbitrators believe is appropriate in light of the merits of the parties' respective positions in the issues in dispute. Each party submits irrevocably attorney fees to the jurisdiction of most prevailing party in any state court sitting in Atlanta, Georgia or to the United States District Court sitting in Georgia for purposes of enforcement of any discovery order, judgment or award in connection with such arbitration. The award If any party to the arbitration does not appear at the arbitration at the time and place set for arbitration, the arbitrator shall make his decision based upon the testimony and evidence of the arbitrator(s) party present, and the non-present party shall waive its right to present evidence or testimony to the arbitrator. In rendering its judgment and award, the arbitrator shall have no power to add or detract from the terms and conditions set forth in this Agreement, and shall render its award and judgment strictly in accordance with the terms and conditions hereof. The decision of the arbitrator will be final and binding upon and the parties and may decision shall be enforced entered as a final judgment in any court having Court of competent jurisdiction. The arbitration Court shall be held in such place as set by grant summary judgment solely on the arbitrator(s) in accordance with Rule 55. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all basis of the equitable claims asserted by reason arbitrator's finding of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in Atlanta, Georgia. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and irrevocably submits to the jurisdiction of said Georgia courtdecision.

Applicable Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia applicable to agreements made in and wholly to be performed in that jurisdiction, except for matters arising under the Act or the Securities Exchange Act of 1934, which matters shall be construed and interpreted in accordance with such laws. Any controversy or claim arising out of or related to this Warrant or the breach thereof, shall be settled by binding arbitration in Atlanta, Georgia in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). A proceeding shall be commenced upon written demand by Company or any Investor Holder to the other. The arbitrator(s) shall enter a judgment by default against any party, which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be conducted by one (1) arbitrator, unless the amount alleged to be in dispute exceeds two hundred fifty thousand dollars ($250,000), in which case three (3) arbitrators shall preside. The arbitrator(s) will be chosen by the parties from a list provided by the AAA, and if they are unable to agree within ten (10) days, the AAA shall select the arbitrator(s). The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys' and experts' fees, as the arbitrators believe is appropriate in light of the merits of the parties' respective positions in the issues in dispute. Each party submits irrevocably to the jurisdiction of any state court sitting in Atlanta, Georgia or to the United States District Court sitting in Georgia for purposes of enforcement of any discovery order, judgment or award in connection with such arbitration. The award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court having jurisdiction. The arbitration shall be held in such place as set by the arbitrator(s) in accordance with Rule 55. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all of the equitable claims asserted by reason of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in Atlanta, Georgia. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and irrevocably submits to the jurisdiction of said Georgia court.