Resolution_Authorize Directors Signature_Blews Settlement Agreement

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Execution Copy conditions of this Settlement Agreement are fair, adequate and reasonable. The Parties were afforded and had the full and unfettered opportunity to consult legal counsel of their choosing, and to obtain any and all legal advice they desired. For purposes of its interpretation or construction, this Settlement Agreement is not drafted by any Party hereto, but rather is the subject of negotiation and agreement among the Parties. 8.6 If any provision of this Settlement Agreement, is held, for any reason, to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the extent necessary to render it valid and enforceable, and as modified that provision and the remainder of this Settlement Agreement shall, nonetheless, remain in full force and effect. The invalidity of any provision of this Settlement Agreement shall not affect other provisions or applications of this Settlement Agreement that can be given effect without the invalid provision or application and, to this end, the provisions of this Settlement Agreement are severable. 8.7 This Settlement Agreement may not be changed, amended, modified, terminated, waived or discharged except in a subsequent written agreement signed by all of the Parties. 8.8 A waiver of any term of this Settlement Agreement shall operate as a waiver only for the specific occasion as to which the waiver occurs, and all terms of this Settlement Agreement shall otherwise continue to be fully effective and operable as to any other occasion or occasions. 8.9 This Settlement Agreement will be effective when fully executed by the Parties and counsel for each Party has been delivered a fully -executed copy (the "Effective Date"). This Settlement Agreement may be executed in counterparts (including facsimile and/or email/PDF) that, taken together, will be effective as if they were a single document. 8.10 This Settlement Agreement shall be governed and construed in accordance with the laws of the State of Washington, without regard to principles of conflicts of laws, as applicable to agreements made and to be performed entirely within Washington. The prevailing party in any action arising from or relating to this Settlement Agreement shall be entitled to reasonable attorneys' fees and costs. 8.11 The Parties consent to the personal jurisdiction of the jurisdiction of Superior Court ofthe State of Washington in and for Grant County as the sole judicial forum for the adjudication of any matters arising under or in connection with this Settlement Agreement. 8.12 This Settlement Agreement sets forth the entire agreement and understanding between the Parties concerning the subject matter set forth herein, and merges all prior discussions between them, concerning its subject matter. The Parties expressly acknowledge and agree that there are no conditions, understandings, warranties, agreements, definitions, promises or representations, whether written or oral, between or among them with respect to this Settlement Agreement or its subject matter other than as expressly provided in this Settlement Agreement. Page 4 of 5