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11. Governing Law. This Agreement shall be governed and construed in accordance <br /> with California law. Venue shall be in Alameda County. <br /> 12. Due Authorization. Each party hereto represents and warrants that (i) all actions <br /> necessary on the part of each to authorize the execution of this Agreement and to undertake the <br /> actions contemplated hereby have been undertaken, (ii) the person(s) executing this agreement <br /> on behalf of each have been duly authorized to do so; and (iii) upon execution, this Agreement <br /> shall be valid and enforceable against each of them. <br /> SIGNATURE PAGE FOLLOWS; SIGNATURES MUST BE NOTARIZED. <br /> 1339230 -2 4 <br /> • <br />