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10. Governing Law. This Agreement shall be governed by and construed in accordance with <br /> the laws of the State of California. <br /> 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be <br /> deemed an original and all of which shall constitute but one and the same instrument. <br /> 12. Amendments. This Agreement may be modified or amended, in whole or in part, only by <br /> an instrument in writing, executed by the Parties. <br /> 13. Recitals. The Recitals set forth above are hereby incorporated into this Agreement as <br /> though fully set herein. <br /> 14. Exhibits. Exhibit A attached hereto is hereby incorporated into this Agreement by <br /> reference. <br /> 1576130.1 4 <br />