Governing Law and Jurisdiction – United Kingdom

This Agreement shall be governed by and construed under English Law, without giving effect to the conflicts of laws provision thereof. Each Party irrevocably submits to the exclusive jurisdiction of the United Kingdom, for the purposes of any suit, action or other proceeding arising out of Agreement or Use of Intellectual Property. Each Party agrees to commence any such action, suit or proceeding in the United Kingdom London District Court or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, the Supreme Court of United Kingdom in London will prevail such proceedings by nomination of the Intellectual Property Holder. Each Party further agrees that service of any process, summons, notice or document by a nationally recognized overnight courier (receipt requested) to such Party's respective address set forth in the agreement, shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in the United Kingdom London District Court, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Disclaimer

Except for the representations and warranties expressly and specifically made by Risk Cap Solution herein, (1) the User acknowledges and agrees that, in making its determination to proceed hereunder, that Risk Cap Solutions is not making or has not made, and specifically disclaims, any representation or warranty, expressed or implied, at law or in equity, in respect of the Company, any subsidiaries or any entity in which the Company owns any equity interest in other intellectual companies, or their respective intellectual property businesses, assets, liabilities, operations, results of operations, prospects, or future or historical condition (financial or otherwise), including, without limitation with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of its business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding any of the aforementioned , or in respect of any other matter or thing whatsoever; (2) the User specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any person, and acknowledges and agrees that Risk Cap Solutions has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any person; (3) the User specifically disclaims any obligation or duty to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth herein.

Confidentiality

Each party acknowledges and confirms that any information received from the other party orally or in writing for the purpose of this Agreement is confidential information. Each party shall keep such information confidential and cannot disclose any related information without the other party's prior written consent, but the following information shall not subject to such confidentiality: (a)information that is or will be generally known to the public (provided that such information does not result from the receiving party's unauthorized disclosure to the public); (b)disclosure of such information is required by applicable laws or security exchange rules; or (c)information to be disclosed to the directors or the legal or financial advisors or users of any party for the transactions contemplated under this Agreement, if such directors or legal or financial advisors or users are subject to confidentiality obligations similar to those in this confidentiality clause. Any leak of confidential information made by the employee or counsel or user of one party shall be deemed as a leak made by that party, and that party shall be liable for the breach in accordance with the Agreement.