Agmt26 Juva Retail RWC Inc. Settlement Agreement

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ATTY/AGR/SETTLEMENTS/2026/JUVA RETAIL RWC INC./JUVA RETAIL RWC INC. SETTLEMENT AGREEMENT REV: 04-24-26 MI Page 8 of 9 Saturday, Sunday, or a holiday observed by the City (“Holiday”), the party will be deemed to have timely performed if it performs on the first business day following that Saturday, Sunday, or Holiday. p. Time of the Essence: The Parties hereby acknowledge and agree that time is strictly of the essence with respect to each term and condition of this Agreement. q. Entire Agreement: This Agreement when read together with the Exhibits attached hereto contains or expressly incorporates by reference the entire agreement of the Parties with respect to the matters contemplated herein and supersedes all prior negotiations or agreements, written or oral between the Parties with respect to the matters contemplated herein. The terms and provisions of this Agreement represent the results of negotiations between the Parties, each of which is a sophisticated party and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing, and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. r. Materiality: The Parties consider each and every term, covenant, and provision of this Agreement to be material and reasonable. s. Signatures: Delivery of this Agreement may be effectuated by hand delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar means of electronic communication). If all Parties agree, electronic signatures may be used in place of original signatures on this Agreement. Any electronic signatures shall have the same legal effect as manual signatures. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. After all Parties agree to the use of electronic signatures, all Parties must sign the document electronically. t. No Personal Liability by Receiver. The parties acknowledge that the Receiver is executing the Settlement Agreement solely in his capacity as the Receiver in the Pelorus Fund Litigation, and not in his personal capacity in any respect, and that no liability or obligations in connection with this Settlement Agreement shall accrue to the Receiver personally, Receiver’s personal assets, or to any of the Receiver’s partners (either general or limited), shareholders, members, managers, officers, directors, attorneys, accountants, employees, agents, representatives, heirs, partners, or other advisors. (Signature page follows)