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ployee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board of Directors by virtue of such party's execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement. 1.4 Legen
ement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of San Francisco, California. 3.5 Amendment or Waiver. This Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written con
ployee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board of Directors by virtue of such party's execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement. 1.4 Legen
ement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of San Francisco, California. 3.5 Amendment or Waiver. This Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written con
icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. 5. 1272863 v2iSF EFTA00585589 (e) Blue Sky. The Company shall have obtained all necessary "b
ement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of San Francisco, California. 6.2 Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions co
icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. (e) Blue Sky. The Company shall have obtained all necessary "blue sky" permits and qualificatio
ement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of San Francisco, California. 6.2 Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions co
icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. (e) Blue Sky. The Company shall have obtained all necessary "blue sky" permits and qualificatio
ement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of San Francisco, California. 6.2 Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions co
Entities connected to both the Board of Directors and the County of San Francisco

Samantha Power
PERSON
Eric Holder
PERSONthe State of California
LOCATION
Michael Jackson
PERSON
George Mitchell
PERSONALIPHCOM
ORGANIZATION
Donald Trump
PERSON
San Jose
LOCATION
Wilbur Ross
PERSONRhode Island Street
ORGANIZATION
Condoleezza Rice
PERSON
Zurich
LOCATIONRepresentations and Warranties True
ORGANIZATION
Las Vegas
LOCATIONRequisite Power and Authority
ORGANIZATIONAH Capital Management
ORGANIZATIONLegal Investment
ORGANIZATIONOwn Account
ORGANIZATIONCooley LLP
ORGANIZATIONthe "Preferred Stock
ORGANIZATION