Common use of GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION Clause in Contracts

GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, MA before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in Commonwealth of Massachusetts. No party to this Agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. LEGAL EXPENSES; FEE SHARES AND MISCELLANEOUS EXPENSES. Except as otherwise set forth in the Equity Line Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys' fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities. As consideration for entering this Agreement, the Company shall issue to the Investor fifty thousand dollars ($50,000) worth of Shares (the “Fee Shares”). The Fee Shares shall be priced at seventy percent (70%) of the lowest daily VWAP in the prior nineteen (19) days before two (2) days prior to the Filing Date. These shares shall be incorporated into the Registration Statement. If the final documents are not signed by the Investor, the Company only owes the Investor fifteen thousand ($15,000) priced the same as the Fee Shares. If the Company is not DWAC eligible at the time of a Put Closing, there will be a $2,000 charge on each Closing Date to cover costs associated with, but not limited to: deposit costs, legal review fees and wire fees. If the Company is DWAC eligible at the time of a Put Closing, there will be a $500 charge on each Closing Date.

GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION. (A) ARBITRATION CLAUSE. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of MassachusettsNew York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in BostonNew York City, MA New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in Commonwealth of MassachusettsNew York. No party to this Agreement agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. . (B) LEGAL EXPENSESFEES; FEE SHARES AND MISCELLANEOUS EXPENSESFEES. Except as otherwise set forth in the Equity Line Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys' fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities. As consideration for entering this Agreement, the Company shall issue to the Investor fifty thousand dollars ($50,000) worth of Shares (the “Fee Shares”). The Fee Shares shall be priced at seventy percent (70%) of the lowest daily VWAP in the prior nineteen (19) days before two (2) days prior to the Filing Date. These shares shall be incorporated into the Registration Statement. If the final documents are not signed by the Investor, the Company only owes the Investor fifteen thousand ($15,000) priced the same as the Fee Shares. If the Company is not DWAC eligible at the time of a Put Closing, there will be a $2,000 charge on each Closing Date to cover costs associated with, but not limited to: deposit costs, legal review fees and wire fees. If the Company is DWAC eligible at the time of a Put Closing, there will be a $500 charge on each Closing Date.