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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />J.R. SMITH, CLERK <br />ARTICLE XXI <br />CHOICE OF LAW; VENUE; NO JURY TRIAL <br />21.1 This Agreement shall be governed by and construed in accordance with the laws of the <br />State of Florida (without giving effect to conflict of law principles) as to all matters, including <br />matters of validity, construction, effect, performance and remedies. <br />21.2 THE PARTIES HERETO AGREE THAT VENUE IN ANY AND ALL ACTIONS AND <br />PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL <br />BE IN THE CIRCUIT COURT OF THE STATE OF FLORIDA IN INDIAN RIVER COUNTY, <br />FLORIDA, WHICH COURT SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH <br />PURPOSE AND THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE <br />JURISDICTION OF SUCH COURT AND IRREVOCABLY WAIVE THE DEFENSE OF AN <br />INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR <br />PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN ANY MANNER <br />RECOGNIZED BY SUCH COURT. <br />21.3 EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS RIGHT TO A <br />JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY <br />DISPUTE IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS <br />CONTEMPLATED HEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR <br />THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT, AND SHALL SURVIVE <br />THE CLOSING OR TERMINATION OF THIS AGREEMENT. <br />ARTICLE XXII <br />ENTIRE AGREEMENT; AMENDMENTS <br />This License Agreement constitutes the entire Agreement between the Parties and <br />supersedes all prior agreements, whether written or oral, with respect to the subject matter hereof. <br />There are no representations, warranties, agreements or understandings (whether oral or written) <br />between the Parties relating to the subject matter hereof which are not fully expressed herein. No <br />provision of this License Agreement may be changed or amended except by written agreement <br />signed by both Parties. <br />ARTICLE XXIII <br />PARTIES BOUND <br />This License Agreement shall be binding upon the Parties hereto and their respective <br />successors and permitted assigns. <br />ARTICLE XXIV <br />CONSTRUCTION OF AGREEMENT <br />24.1. Ambiguities Not To Be Resolved Against Drafting Party. <br />Each Party and its counsel have reviewed this License Agreement. Accordingly, the <br />normal rule of construction to the effect that any ambiguities are to be resolved against the drafting <br />Party shall not be employed in the construction and interpretation hereof. <br />-16- <br />116402757.1 <br />