SPA Uses in Applicable Law, Etc Clause

Applicable Law, Etc

THIS CONVERTIBLE NOTE PURCHASE AND CONVERSION AGREEMENT (this "Agreement") dated as of June 4, 2015 by and between H. Deworth Williams, with offices for purposes of this Agreement at 2681 East Parleys Way, Suite 204, SLC, UT 84109 ("Seller"), and each of the Purchasers set forth on Annex I attached hereto (each a "Purchaser," and collectively, the "Purchasers").

Applicable Law, Etc. This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of Utah without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in Salt Lake County, State of Utah. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in Salt Lake County, State of Utah and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Salt Lake County, State of Utah. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.

Applicable Law, Etc from Conversion Agreement

THIS CONVERTIBLE NOTE PURCHASE AND CONVERSION AGREEMENT (this "Agreement"),dated as of June 4, 2015 by and among Edward F. Cowle, with offices for purposes of this Agreement at 1 Renaissance Square, # 17F, White Plains, NY 10601 ("Seller"), and each of the Purchasers set forth on Annex I attached hereto (each a "Purchaser," and collectively, the "Purchasers").

Applicable Law, Etc. This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in New York County, State of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City and County of Manhattan and the State of New York, and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York, State of New York. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.