Extract to table

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below

Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement

10 — "Payment Date" means the date that is thirty (30) calendar days after the Effective Date, which the Parties acknowledge shall be July 4, 2025; provided, however, that if such date falls on a Saturday, Sunday, or federal banking holiday, the Payment Date shall be the next succeeding business day on which banks in New York, New York are open for the conduct of regular banking business

The Settlement Amount shall be non-refundable, non-creditable, and not subject to offset, deduction, counterclaim, or recoupment for any reason whatsoever, and VMS's obligation to pay the Settlement Amount shall survive any subsequent challenge to the validity or enforceability of the '312 Patent

Payment of the Settlement Amount shall be made by wire transfer of immediately available funds in United States dollars to a bank account designated by Pinnacle in writing

VMS shall not be in default of its payment obligation under Section 2