T HIS N OTE WILL BE GOVERNED BY , CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE S TATE OF N EVADA ( INCLUDING ANY RIGHTS TO SPECIFIC RELIEF PROVIDED FOR UNDER N EVADA STATUTES ), WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF . T HE PARTIES HEREBY WARRANT AND REPRESENT THAT THE SELECTION OF N EVADA LAW AS GOVERNING UNDER THIS N OTE ( I ) HAS A REASONABLE NEXUS TO EACH OF THE P ARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THE N OTE ; AND ( II ) DOES NOT OFFEND ANY PUBLIC POLICY OF N EVADA , F LORIDA ,   OR OF ANY OTHER STATE ,   FEDERAL ,   OR OTHER JURISDICTION .