Contract analysis

ARTICLE I — SETTLEMENT PAYMENT

Section 1.1 — Settlement Amount Ridgeway shall pay to CPS the total sum of One Million Five Hundred Seventy-Five Thousand Dollars ($1,575,000.00) (the "Settlement Amount"), subject to and in accordance with the payment schedule set forth below: (a) First Installment. One Million Dollars ($1,000,000.00) shall be due and payable within thirty (30) calendar days of the Effective Date (i.e., no later than January 2, 2022

Section 1.2 — Late Payment In the event that Ridgeway fails to make any installment payment when due as set forth in Section 1.1, interest shall accrue on the unpaid amount at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) from the applicable due date until such payment, together with all accrued interest thereon, is paid in full. Such interest shall compound monthly on the l

Section 1.3 — Wire Instructions CPS shall provide Ridgeway with complete wire transfer instructions, including the name and address of the receiving financial institution, the ABA routing number, account name, and account number, within five (5) business days of the Effective Date. Ridgeway shall be entitled to rely on such instructions until CPS provides updated instructions in writing. Any change to wire transfer i

Section 2.1 — Release by CPS Effective upon CPS's receipt of the full Settlement Amount (including both the First Installment and the Second Installment as set forth in Section 1.1), CPS, on behalf of itself and its members, managers, officers, directors, employees, agents, representatives, affiliates, successors, and assigns (collectively, the "CPS Releasing Parties"), hereby fully, finally, unconditionally, and irr

Section 2.2 — Release by Ridgeway Effective as of the Effective Date, Ridgeway, on behalf of itself and its shareholders, officers, directors, employees, agents, representatives, affiliates, insurers, successors, and assigns (collectively, the "Ridgeway Releasing Parties"), hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges CPS and its members, managers, officers, direct

Section 2.3 — Reservation Notwithstanding anything to the contrary in Sections 2.1 and 2.2, the releases set forth therein shall not release, waive, or otherwise affect: (a) the Parties' respective rights, obligations, covenants, and duties under this Agreement, all of which shall survive the execution and delivery of this Agreement in accordance with their terms; or (b) any claims, demands, actions, or causes of act

Section 3.1 — Dismissal Within ten (10) business days of the Effective Date, the Parties shall cause their respective counsel to jointly prepare, execute, and file an Agreed Order of Dismissal with Prejudice (the "Dismissal Order") in Cause No. 342-2021-04871-TX, pending in the 342nd Judicial District Court of Tarrant County, Texas. The Dismissal Order shall dismiss all of CPS's claims and all of Ridgeway's countercl

Section 4.1 — Confidentiality The Parties agree that the existence and terms of this Agreement, including without limitation the Settlement Amount and the payment schedule, are and shall remain strictly confidential. Except as expressly provided in this Section 4.1, neither Party shall disclose, publicize, or disseminate, directly or indirectly, the terms, conditions, or substance of this Agreement to any third party

Section 4.2 — Non-Disparagement Neither Party shall, directly or indirectly, make, publish, or cause to be made or published any disparaging, derogatory, or defamatory statements, whether oral or written, about the other Party, or about any of the other Party's shareholders, members, managers, officers, directors, employees, or agents, in connection with or relating to the Lawsuit, the MTSA, or the events and circums

ARTICLE V — NO ADMISSION OF LIABILITY

Section 5.1 — No Admission This Agreement constitutes a compromise and settlement of disputed claims and counterclaims. Neither the execution of this Agreement, the payment of the Settlement Amount, nor any of the terms, provisions, or conditions hereof shall be construed as, or deemed to be, an admission of liability, wrongdoing, fault, or responsibility by either Party with respect to any of the claims, counterclai

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Authority Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is duly organized, validly existing, and in good standing under the laws of its state of organization, and has the full corporate or limited liability company power and authority to enter into, execute, deliver, and perform its obligations under this Agreement. (b) The execution, delivery, and performance o

Section 6.2 — No Assignment Each Party hereby represents and warrants to the other Party that it has not heretofore assigned, transferred, conveyed, pledged, hypothecated, or otherwise encumbered, in whole or in part, any claim, demand, cause of action, right, obligation, or interest that is the subject of the releases set forth in Article II, and that no other person or entity has any interest, by assignment, subrog

Section 6.3 — Voluntary Execution Each Party hereby represents and warrants to the other Party that: (i) it has had a full and fair opportunity to consult with legal counsel of its own choosing regarding the terms, meaning, and effect of this Agreement; (ii) it has in fact consulted with and been advised by its own legal counsel in connection with the negotiation, drafting, and execution of this Agreement; (iii) it h

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-laws rules, principles, or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

Section 7.2 — Jurisdiction and Venue Any action, suit, or proceeding arising out of or relating to this Agreement, including any action to enforce the consent judgment provision set forth in Section 1.2, shall be brought exclusively in the 342nd Judicial District Court of Tarrant County, Texas. Each Party hereby irrevocably submits to the exclusive jurisdiction of such court for the purpose of any such action, suit,

Section 7.3 — Entire Agreement This Agreement, including the Recitals set forth above (which are incorporated herein by reference), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, agreements, and communications, whether oral or written, between the Parties relating to

Section 7.4 — Amendment This Agreement may not be amended, modified, supplemented, or otherwise altered in any respect except by a written instrument that (a) expressly refers to this Agreement and the specific provision to be amended, and (b) is duly executed by authorized representatives of both Parties. No oral modification of this Agreement shall be effective for any purpose.

Section 7.5 — Waiver No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless made in writing and signed by the Party against whom enforcement of such waiver is sought. The failure of either Party at any time to require performance of any provision of this Agreement shall in no way affect such Party's right to require full performance of such provision at any time t

Section 7.6 — Severability If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Agreement shall continue in full force and effect, and the application of such provision to other persons, entities, or circumstances shall not be affected

Section 7.7 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or by facsimile transmission shall be effec

Section 7.8 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (i) if delivered by hand, upon delivery; (ii) if sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), on the first business day following dep

Section 7.9 — Construction This Agreement has been jointly negotiated and drafted by the Parties and their respective legal counsel. In the event of any ambiguity or dispute concerning the interpretation or construction of this Agreement, this Agreement shall be interpreted and construed as if drafted jointly by both Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by vi

Section 7.10 — Headings The article and section headings and captions used in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement or any provision hereof. IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement and Mutual Release to be duly executed as of the Effective Date first written above. [SIGNATURE PAGE