THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED ACCORDING TO, THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF AND SHALL BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. In the event any claim arising out of or relating to this Agreement is brought by any of the Cranbury Members, such claim shall only be brought in the federal or state courts sitting in Harris County, Texas. In the event any claim arising out of or relating to this Agreement is brought by the Company or Cranbury, such claim shall be brought only in the state courts sitting in the State of Vermont, or in the federal courts which have jurisdiction over the State of Vermont. Each of the Parties hereby: (a) irrevocably submits to the exclusive personal jurisdiction described above, over any claim arising out of or relating to this Agreement and irrevocably agrees that all such claims may be heard and determined in such court, as applicable; and (b) irrevocably waives, to the fullest extent permitted by applicable Law, any objection it may now or hereafter have to the laying of venue in any proceeding brought in a such applicable court. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER CONTESTED UNDER, OR ARISING OUT OF, THIS AGREEMENT.