State of Utah Uses in Governing Law and Venue Clause

Governing Law and Venue from Management Services Agreement

This CEO Management Services Agreement (this Agreement), entered into this 15th day of November 2016, is by and between White Mountain Titanium Corporation, a Nevada corporation (the Company), and Andrew G. Sloop, an individual (Mr. Sloop). Each of the Company and Mr. Sloop is a Party and together Parties.

Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the choice of law principals thereof. The Parties hereto irrevocably submit to the jurisdiction of the Courts of the State of Utah located in Salt Lake County and the United States District Court of Utah in any action arising out of or relating to this Agreement, and hereby irrevocably agree that all claims in respect of such action may be heard and determined in such state or federal court. The Parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. To the extent any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parties hereto hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Governing Law and Venue from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of March 16, 2016, by and between White Mountain Titanium Corporation, a Nevada corporation (the Company), and NEXO WMTM Holdings, LLC, a Delaware limited liability company (the Shareholder).

Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the choice of law principals thereof. The Parties hereto irrevocably submit to the jurisdiction of the Courts of the State of Utah located in Salt Lake County and the United States District Court of Utah in any action arising out of or relating to this Agreement, and hereby irrevocably agree that all claims in respect of such action may be heard and determined in such state or federal court. The Parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. To the extent any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parties hereto hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Governing Law and Venue

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND SECURITIES LAWS.

Governing Law and Venue. This Note shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the choice of law principals thereof. The Parties hereto irrevocably submit to the jurisdiction of the Courts of the State of Utah located in Salt Lake County and the United States District Court of Utah in any action arising out of or relating to this Note, and hereby irrevocably agree that all claims in respect of such action may be heard and determined in such state or federal court. The Parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. To the extent any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parties hereto hereby irrevocably waives such immunity in respect of its obligations under this Note.

Governing Law and Venue from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT, dated as of March 9, 2012 (this Agreement), is entered into by and between HIGH PLAINS GAS, INC., a Nevada corporation (the Company), and TONAQUINT, INC., a Utah corporation, its successors or assigns (the Buyer).

Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive personal jurisdiction of the federal courts whose districts encompass any part of Salt Lake County or the state courts of the State of Utah sitting in Salt Lake County in connection with any dispute arising under this Agreement, and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. Nothing in this subsection shall affect or limit any right to serve process in any other manner permitted by law.

Governing Law and Venue from Note and Warrant Purchase Agreement

THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 29, 2011 (this "Agreement"), is entered into by and between MUSCLEPHARM CORPORATION, a Nevada corporation (the "Company"), and INTER-MOUNTAIN CAPITAL CORP., a Delaware corporation, its successors or assigns (the "Buyer").

Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive personal jurisdiction of the federal courts whose districts encompass any part of Salt Lake County or the state courts of the State of Utah sitting in Salt Lake County in connection with any dispute arising under this Agreement or any of the other Transaction Documents, and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. Nothing in this subsection shall affect or limit any right to serve process in any other manner permitted by law.

Governing Law and Venue from Note and Warrant Purchase Agreement

THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 16, 2011 (this "Agreement"), is entered into by and between GLOBAL HEALTH VENTURES, INC., a Nevada corporation (the "Company"), and *, an Illinois limited liability company, its successors or assigns (the "Buyer").

Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of State of Utah (organization) values">the State of Utah without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive personal jurisdiction of the federal courts whose districts encompass any part of Salt Lake County or the state courts of the State of Utah sitting in Salt Lake County in connection with any dispute arising under this Agreement or any of the other Transaction Documents, and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. Nothing in this subsection shall affect or limit any right to serve process in any other manner permitted by law.

Governing Law and Venue from Note and Warrant Purchase Agreement

THIS NOTEAND WARRANT PURCHASE AGREEMENT, dated as of February23, 2011 (this "Agreement"), is entered into by and between A5 LABORATORIES INC., a Nevadacorporation (the "Company"), and JOHN M. FIFE, an individual, his successors or assigns (the "Buyer").

Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive personal jurisdiction of the federal courts whose districts encompass any part of the County of Salt Lake or the state courts of the State of Utah sitting in the County of Salt Lake in connection with any dispute arising under this Agreement or any of the other Transaction Documents, and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. Nothing in this subsection shall affect or limit any right to serve process in any other manner permitted by law.

Governing Law and Venue

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A NO ACTION OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.

Governing Law and Venue. This Note and the rights and duties of the parties hereto shall be construed and determined in accordance with the laws of State of Utah (organization) values">the State of Utah (without giving effect to any choice or conflict of law provisions), and any and all actions to enforce the provisions of this Note shall be brought in a court of competent jurisdiction in the County of Salt Lake, State of Utah and in no other place.

Governing Law and Venue from Agreement

This Escrow Agreement (this "Agreement") is made and entered into as of May 28, 2007 by and among Harbin SenRun Forest Development Co., Ltd., a corporation organized under the laws of the People's Republic of China ("Harbin SenRun"), Everwin Development Ltd, a corporation organized under the laws of British Virgin Islands ("Everwin"), Jin Yuan Global Limited, a corporation organized under the laws of the Hong Kong SAR of the People's Republic of China ("Hong Kong Jin Yuan"), the Jin Yuan Global Limited Trust, a Hong Kong trust created pursuant to a Trust and Indemnity Agreement dated March 10, 2007 (the "Jin Yuan Global Limited Trust") (Everwin, Hong Kong Jin Yuan and the Jin Yuan Global Limited Trust being hereinafter referred to as the "SenRun Shareholders"), Patriot Investment Corporation, a Nevada corporation (the "Company"), Bradley Shepherd, an officer, director and principal s

Governing Law and Venue. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Utah (without giving effect to principles of conflicts of laws), and the parties agree that any action relating to this Agreement shall be instituted and prosecuted in the court of the County of Salt Lake, State of Utah, and each party waives the right to change of venue.