This Satisfaction shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. The Company and the Investor irrevocably consent to the jurisdiction of the United States federal courts and state courts located in the State of Nevada in any suit or proceeding based on or arising under this Satisfaction and irrevocably agree that all claims in respect of such suit or proceeding may be determined in such courts.