NOTE IN ANY OTHER JURISDICTION.
THIS NOTE SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS AND
PERMITTED ASSIGNS.
NEITHER THIS NOTE NOR ANY RIGHTS OR OBLIGATIONS HEREUNDER
MAY BE ASSIGNED BY BORROWER WITHOUT HOLDER'S PRIOR WRITTEN CONSENT.
3.5.
GOVERNING LAW; FORUM.
THIS NOTE AND ANY DISPUTE, DISAGREEMENT, OR
ISSUE OF CONSTRUCTION OR INTERPRETATION ARISING HEREUNDER WHETHER RELATING TO
ITS EXECUTION, ITS VALIDITY, THE OBLIGATIONS PROVIDED THEREIN OR PERFORMANCE
SHALL BE GOVERNED AND INTERPRETED ACCORDING TO THE INTERNAL LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE STATE OF NEW YORK FOR PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF THIS NOTE (AND AGREES NOT TO COMMENCE ANY ACTION, SUIT
OR PROCEEDINGS RELATING HERETO EXCEPT IN SUCH COURTS).
EACH OF THE PARTIES
HERETO AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL AT ITS ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT IN ANY SUCH
COURT.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING
OUT OF THIS NOTE, WHICH IS BROUGHT BY OR AGAINST IT, IN THE COURTS OF THE STATE
OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE STATE OF NEW YORK AND HEREBY
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.
3.6.
AMENDMENTS.
THIS NOTE CANNOT BE CHANGED ORALLY OR TERMINATED
ORALLY.
ANY AMENDMENT OF, OR SUPPLEMENT TO OR OTHER MODIFICATION OF THIS NOTE
MUST BE IN A WRITTEN INSTRUMENT EXECUTED BY BOTH PARTIES HERETO.
3.7.
SECTION HEADINGS.
SECTION HEADINGS HEREIN HAVE BEEN INSERTED FOR
REFERENCE ONLY AND SHALL NOT BE DEEMED TO LIMIT OR OTHERWISE AFFECT, IN ANY
MATTER, OR BE DEEMED TO INTERPRET IN WHOLE OR IN PART ANY OF THE TERMS OR
PROVISIONS OF THIS NOTE.
IN WITNESS WHEREOF, this Note has been executed and delivered as of the date
specified above.
INTERNATIONAL FIGHT LEAGUE, INC.
By:
/s/ Gareb Shamus
Name: Gareb Shamus
Title: President and Chief Executive Officer
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