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Nothing in this Agreement, including the payment of the Settlement Payment, the entry of the Stipulated Permanent Injunction, the performance of the Forensic Remediation, or any other obligation assumed hereunder, shall constitute or be construed as an admission of liability, wrongdoing, or fault by any Defendant, and no Party shall use or refer to this Agreement or any provision hereof as evidence of an admission of liability in any proceeding

AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations 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 I — DEFINITIONS As used in this Agreement, the following capitalized terms shall have the meanings set forth below

In consideration of the releases, covenants, and other obligations set forth in this Agreement, NovaSpark shall pay to Lumos a lump-sum settlement payment in the amount of Four Million Three Hundred Fifty Thousand Dollars ($4,350,000

The Settlement Payment shall be due and payable in full within thirty (30) calendar days of the Effective Date, that is, no later than October 22, 2023

Lumos shall provide complete wire transfer instructions to Defendants' counsel, Whitfield, Raines & Gerber LLP, within five (5) business days of the Effective Date

Such wire instructions shall be substantially in the form set forth in Exhibit B attached hereto