The sale of the Units pursuant to the Purchase Agreement (as amended by this Amendment) shall be construed and enforced in accordance with the laws of the State of Delaware, and the sale of the C-Corp Property pursuant to the Purchase Agreement (as amended by this Amendment) or any claims arising from the breach hereof by any Seller or by Buyer, shall be governed by the laws of the State of Minnesota, without giving effect to the choice of law principles thereof.  The venue for any dispute arising hereunder shall be a court of competent jurisdiction located in the Minneapolis-St. Paul metropolitan area.