Extract to table

) at the Great Lakes Dispute Resolution Center, 150 North Riverside Plaza, Suite 2700, Chicago, Illinois 60606, at which session the Parties, after extensive arms-length negotiation, reached an agreement in principle to resolve the Surcharge Dispute, the material terms of which were memorialized in a term sheet signed by authorized representatives of both Parties on August 2, 2023 (the "Term Sheet"); WHEREAS, the Parties desire to fully and finally resolve and settle the Litigation, including all claims asserted in the Complaint and the Counterclaim, and all other disputes, claims, and controversies between them arising out of or relating to the MSA, the Surcharge Dispute, and the Disputed Period, without any admission of liability, wrongdoing, or fault by either Party, on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby 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 given to them elsewhere in this Agreement

Upon execution of this Agreement, the Term Sheet is superseded in its entirety by this Agreement and shall have no further force or effect

4, Exhibit C, and the Surcharge Methodology), and the Disputed Period, Nexford shall pay to Cardinal Peak the aggregate sum of One Million Eight Hundred Ninety Thousand Dollars ($1,890,000

Payment of the Settlement Amount, in accordance with the terms set forth herein, shall constitute full satisfaction of all obligations of Nexford to Cardinal Peak arising out of or relating to the Surcharge Dispute and the Litigation

The Settlement Amount shall be paid by Nexford to Cardinal Peak in two (2) installments, as follows: (a) First Installment