State of Nevada Uses in Governing Law Clause

Governing Law from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Apica Investments Limited, a BVI company or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (as subject to adjustment hereunder, the "Termination Date"), to subscribe for and purchase from Mega Bridge, Inc. to be known as Hypgen, Inc., a Nevada corporation (the "Company"), up to 10,000,000 shares (as subject to adjustment herein, the "Warrant Shares") of common stock of the Company (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.2.

Governing Law. This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Nevada or in the federal courts located in the State of Nevada. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

Governing Law

I, Charles Allen, hereby certify that I am the Chief Executive Officer of BTCS Inc. (the "Corporation"), a corporation organized and existing under the Nevada Revised Statutes (the "NRS"), and further do hereby certify:

Governing Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. Except as otherwise required by Section 22 above, the Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to collect on the Corporation's obligations to such Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 22. THE CORPORATION HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.

GOVERNING LAW from Employee Stock Purchase Plan

This First Amendment (the First Amendment) to the AAC Holdings, Inc. Employee Stock Purchase Plan (the Plan), is made effective as of May 16, 2017 (the Amendment Effective Date), by AAC Holdings, Inc., a Nevada corporation (the Company), subject to approval by the Companys stockholders.

GOVERNING LAW. The validity, construction, interpretation, administration and effect of this Plan, and any rules or regulations promulgated hereunder, including all rights or privileges of any Participants hereunder, shall be governed exclusively by and in accordance with the laws of the State of Nevada, except that the Plan shall be construed to the maximum extent possible to comply with Section 423 of the Code and the Treasury Regulations promulgated thereunder.

Governing Law from Convertible Promissory Note

FOR VALUE RECEIVED, XsunX, Inc., a Colorado corporation, (the "Borrower") with approximately 967,714,645 shares of common stock issued and outstanding, promises to pay to ________________, a Nevada limited liability company, or its assignees (the "Lender") the Principal Sum along with the Interest and any other fees according to the terms herein (this "Note"). This Note shall become effective on May 12, 2017 (the "Effective Date").

Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in Clark County, in the State of Nevada. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

Governing Law from Stock Purchase Agreement

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 4, 2017, by and among Teller Financial, LLC, a Colorado limited liability company ( the "Seller"), and Richard C. Weiner (the "Buyer") (the Seller and Buyer, the "Parties," each being a "Party").

Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

Governing Law from Restricted Stock Unit Agreement

This Restricted Stock Unit Agreement (this "Agreement") is made and entered into as of this ______ day of _________, 2017 ("Grant Date") by and between Reading International, Inc., a Nevada corporation (the "Company") and ______________ (the "Recipient"). Capitalized terms not defined herein shall have the meaning ascribed to them the in the Company's 2010 Stock Incentive Plan, as amended (the "Plan").

Governing Law. This Restricted Stock Unit Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed herein. Any suit, action or proceeding with respect to this Restricted Stock Unit Agreement, or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in State of Nevada (organization) values">the State of Nevada, and the Company and the Recipient hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Recipient and the Company hereby irrevocably waive (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Restricted stock Unit Agreement brought in any court of competent jurisdiction in the State of Nevada, (ii) any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and (iii) any right to a jury trial.

Governing Law from Restricted Stock Unit Agreement

This Restricted Stock Unit Agreement (this "Agreement") is made and entered into as of this ______ day of _________, 2017 ("Grant Date") by and between Reading International, Inc., a Nevada corporation (the "Company") and ______________ (the "Recipient"). Capitalized terms not defined herein shall have the meaning ascribed to them the in the Company's 2010 Stock Incentive Plan, as amended (the "Plan").

Governing Law. This Restricted Stock Unit Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed herein. Any suit, action or proceeding with respect to this Restricted Stock Unit Agreement, or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Nevada, and the Company and the Recipient hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Recipient and the Company hereby irrevocably waive (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Restricted stock Unit Agreement brought in any court of competent jurisdiction in the State of Nevada, (ii) any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and (iii) any right to a jury trial.

Governing Law from Investors Agreement

Governing Law. This Agreement will be construed under, and the obligations of the Parties hereunder will be determined in accordance with, the laws of the state of Nevada (without regard to any conflict of law provisions thereof that would cause the application of the laws of any jurisdiction other than the State of Nevada). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law from Stock Option Cancellation Agreement

THIS STOCK OPTION CANCELLATION AGREEMENT (this "Agreement") is made and entered into as of January 4, 2016, by and between Voice Life., a Nevada corporation (the "Company"), and Robert Smith ("Optionholder").

Governing Law. This Agreement shall be governed in all respects by the laws of the State of Nevada, without regard to that State's conflicts of laws principles.

Governing Law from Convertible Promissory Note

FOR VALUE RECEIVED, BioSolar, Inc., a Nevada corporation, (the "Borrower") with approximately 31,877,834 shares of common stock issued and outstanding, promises to pay to Bountiful Capital, LLC, a Nevada limited liability company, or its assignees (the "Lender") the Principal Sum along with the Interest and any other fees according to the terms herein (this "Note"). This Note shall become effective on March 20, 2017 (the "Effective Date").

Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in Clark County, in the State of Nevada. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.