CONFIDENTIAL SETTLEMENT AGREEMENT. This Settlement Agreement (the “Agreement”) is between Plaintiff, Steven Roberts, TL. on behalf of himself, his heirs, estates, executors, administrators, representatives, predecessors, successors, assigns, agents, representatives, parents, subsidiaries, affiliates, officers, directors or employees (collectively, “Roberts”) and Cora Faith Walker on behalf of herself, her heirs, estates, executors, administrators, representatives, predecessors, successors, assigns, agents, parents, subsidiaries, affiliates, officers, directors or employees (collectively, “Walker”). The signatories to this Agreement are jointly referred to as the “Parties.” This Agreement is a compromise between the Parties for the complete and final settlement of all claims, differences and causes of action, now known or unknown, between them, subject to the terms of this Agreement. BACKGROUND 1. Walker alleged that Roberts sexually assaulted her at his City of St. Louis, Missouri apartment on or about August 26, 2016. 2. Asa result of Walker's allegations, the St. Louis Metropolitan Police Department (the “SLMPD”) and the St. Louis Circuit Attorneys? Office (the “CAO”) launched a criminal investigation. Kf Due to a conflict of interest at the CAO, it referred the decision-making on the criminal investigation to a special prosecutor with the St. Charles County Prosecuting Attomeys’ Office (the “Special Prosecutor”). 4. At the conclusion of the SLMPD criminal investigation, the special prosecutor declined to file criminal charges against Roberts. 5. As a result of Walker's sexual assault allegation against Roberts, on October 26, 2016, Roberts filed a cause of action against Walker in the Circuit Court for the City of St. Louis, State of Missouri (Case Number: 1622-CC10939) alleging defamation (Count 1); malicious prosecution (Count IN); intentional infliction of emotional distress (Count III); and, alternatively to Count III, negligent infliction of emotional distress (Count IV) (collectively, “Roberts” Petition”). 6. On January 12, 2017, Walker filed her Answer to Roberts’ Petition, a motion to dismiss or, alternatively, for a motion for more definite statement, and a Counterclaim alleging battery (Count I) and intentional infliction of emotional distress (Count II) (collectively, the “Counterclaim”). Roberts filed his own motion to dismiss the Counterclaim or, altematively for a motion for more definite statement, and following a hearing by the Court, on March 8, 2018, Walker filed Confidential Settlement Agreement Page 1/11her First Amended Counterclaim alleging battery/sexual assault (Count I) and intentional infliction of emotional distress (Count Il) (Walker's original Counterclaim and First Amended Counterclaim are collectively referred to herein as the “Counterclaim”) (Roberts’ Petition and the Counterclaim are collectively referred to herein as the “Lawsuit”). On June 18, 2018, the Court ruled on Walker’s motion to dismiss Roberts’ Petition. Specifically, the Court denied Walker’s motion as to defamation (Count 1), intentional infliction of emotional distress (Count II), and negligent infliction of emotional distress (Count IV). The Court granted Walker's motion to dismiss the Petition as to malicious prosecution (Count Il). As a result, Roberts’ Petition is currently proceeding to trial on allegations against Walker of defamation (Count I), intentional infliction of emotional distress (Count TM), and negligent infliction of emotional distress (Count IV). Likewise, Walker’s Counterclaim is currently proceeding to trial on allegations against Roberts of battery/sexual assault (Count 1) and intentional infliction of emotional distress (Count 1). Following a hearing, on November 5, 2018, the Court entered an Order appointing, retired Circuit Court Judge Michael David (“Judge David”) as the special master in the Lawsuit charged with overseeing the depositions of the Parties. With the agreement of the Parties, Judge David was also appointed by the Court to serve as mediator. ‘The Lawsuit is currently set for a jury trial beginning on May 13, 2019. The Parties wish to compromise, resolve and settle, finally and forever, any and all claims and causes of action that were or could have been asserted by and between the Parties and/or any other person or entity described in this Agreement, to avoid the delay, expense, inconvenience, and uncertainty of continued litigation. The Parties have agreed, without either Party admitting liability of any kind, to enter into this Agreement pursuant to which every claim and cause of action that was or could have been asserted by either Party, in the Lawsuit or otherwise, will be forever and finally released, subject to the explicit conditions set forth in this Agreement. THEREFORE, in consideration of the covenants and conditions set forth in this Agreement, the Parties agree as follows: Confidential Settlement Agreement Page 2/11TERMS SECTION 1: GENERAL SETTLEMENT TERMS Definitions. As this Agreement has incorporated by reference numerous Exhibits, to avoid any confusion as to any references to other provisions of the Parties’ Confidential Settlement Agreement or its incorporated exhibits, the following references contained in this Confidentiality Agreement shall be taken and construed as follows: (a) “Breach Provision.” Shall include all Sections and sub-Sections of the Breach Agreement Provision and Related Procedures. (See Exhibit 1). (b) “Confidentiality Agreement.” Shall include all Sections and sub-Sections of the Confidentiality and Mutual Non-Disparagement Agreement. (See Exhibit 5). (© “Confidential Term.” For the purposes of this Agreement and except as specifically enumerated herein, “Confidential Term” shall, without limitation, include the following: (@ The express terms, conditions, or even the mere existence of this Agreement; Gi) The specific facts and/or allegations set forth in the Lawsuit; (iii) Any injuries that were alleged to have occurred as a result of the allegations set forth in the Lawsuit; (iv) The facts, inferences, and/or beliefs surrounding the events leading up to and following Walker’s allegation that Roberts’ sexually assaulted her on the evening of August 26, 2016 or at any point in time prior to the Effective Date of this Agreement; (¥) Any Party’s opinion regarding the relative merits of the Parties? claims as set forth in the Lawsuit; (vi) Any and all documentation, evidence, and/or information learned about the other Party by virtue of litigating this lawsuit, except as otherwise stated in this Agreement, including in this Agreement’s Confidentiality Agreement; and/or (vii) Any offers; counteroffers; proposed and/or rejected terms; purported statement(s) of fact; purported statement(s) of opinion; or any other Confidential Settlement Agreement Page 3/11@ © o @) ) @ aspect whatsoever of the Parties negotiations related to the settlement of the Lawsuit. “Except as specifically enumerated herein.” Includes this Agreement, as well as any and all incorporated exhibits. “Material Breach.” The Parties hereby agree and acknowledge that a breach of this Agreement shall be deemed material if: () Any specific Section in (including any sub-Section) or Exhibit to this, Agreement explicitly states that the Section, sub-Section, or Exhibit is material to this Agreement; (i) With respect to any specific Section in (including any sub-Section) or Exhibit to this Agreement, one or both Parties have indicated that, but for the inclusion of the same, the Party or Parties would not have executed this Agreement; and/or (iii) Any specific Section in (including any sub-Section) or Exhibit to this, ‘Agreement that the Arbitrator determines to be material, as set forth in this Breach Provision. “Notwithstanding any provision in this Agreement to the contrary.” Includes this Agreement, as well as any and all incorporated exhibits related to the same. “Public Comment.” As used in this Agreement, a “Public Comment” shall include, without limitation, any implicit and/or explicit references of any kind whatsoever communicated to any non-Permitted third-party as set forth in Exhibit 1 of this Agreement via any and all modes of communication including, but not limited oral transmission, email, written correspondence (including letters and text message), Social Media (as defined in Section 1.1(4) below), media outlets, press releases, legislative statements, political correspondence, books or other publications, blogs, and/or any website. References to Specific “Sections.” Any reference made in a particular exhibit to a specific “Section” shall be interpreted as specifically referencing the specific Section of the referenced exhibit, along with any specific Section’s sub-Sections, if any. “Social Media.” For purposes of this Agreement, “Social Media” shall be defined as any form of electronic communication (such as websites for social networking and microblogging) through which users create online Confidential Settlement Agreement Page 4/1112 13 14 communities to share information, ideas, personal messages, and other content (such as videos, photographs, and memes). Without limitation, the Social Media includes any of the foregoing activity on, without limitation, Social Media platforms such as Facebook, Twitter, Instagram, Snap Chat, LinkedIn, and/or Pinterest, among others that may now exist or may exist in the future. @ “Terms of this Agreement.” Includes every provision; condition; Section, including any and all sub-Sections of this Agreement; and any and all exhibits incorporated into this Agreement. () “Terms of this Section.” Includes every provision, condition, and any and all sub-Sections of the referenced Section, as well as any incorporated exhibits referenced therein, oO “Tolling Agreement.” Shall include all Sections and sub-Sections of the Statute of Limitations Tolling Agreement. (See Exhibit 4). (m) “This Agreement.” A direct reference to the Parties’ Confidential Settlement Agreement. Payment. Except in the event of a breach of this Agreement as set forth in Section 2.5 below, the Parties agree that no monetary payment of any kind shall be paid by or to either Party, and the Parties agree to be responsible for their respective attomeys’ fees and litigation cost associated with the Lawsuit. Effective Date. Upon both Parties executing this Agreement, it shall be deemed effective on date the Parties’ signed the same. In the event the Parties’ sign this Agreement in counterparts, this Agreement shall be deemed effective on the date the first Party signed the same. Expense Indemnification. Except as specifically enumerated here: 1.4.1 Medical Expenses. The Parties represent and warrant that any and all medical bills, rights to payment, costs, claims, expenses, or liens (collectively, “Medical Expenses”) resulting from or arising out of each respective Party’s alleged injuries, damages, or claims as set forth in the Lawsuit (collectively, “Alleged Injuries”) are each respective Party's responsibility to pay. Accordingly, the Parties agree to assume responsibility for satisfaction of any and all Medical Expenses of any kind for any and all Alleged Injuries. The Parties further agree to assume responsibility for all Medical Expenses related to each respective Party’s Alleged Injuries, including without limitation, all: Medicare conditional payments, subrogation claims, liens, or other rights to payment relating to medical Confidential Settlement Agreement Page 5/1115 1.6 21 treatment or lost wages that have been or may be asserted (known or unknown) by any health care provider, insurer, governmental entity, employer, or other person or entity acting on behalf of any the foregoing. Further, each Party will indemnify, defend, and hold harmless the other Party from any and all damages, claims, and rights to payment, including any attorneys’ fees, brought by any person, entity, or governmental agency to recover any of these amounts. The Parties further agree to assume responsibility for any and all Medical Expenses owed, but not yet paid by either Party related to each respective Party’s Alleged Injuries. 14.2 gation Expenses. Except as authorized by Section 2.5 below, the Parties represent and warrant that any and all costs of litigation, including without limitation, all: attorneys’ fees, court costs, expert witness expenses, deposition expenses, filing fees, service of process fees, photocopy/printing costs, and mileage expenses (collectively, “Litigation Expenses”) resulting from or arising out of each respective Party’s Alleged Injuries are each respective Party’s responsibility to pay. Accordingly, the Parties agree to assume responsibility for satisfaction of any and all Legal Expenses of any kind for any and all Alleged Injuries. Except as otherwise authorized in this Agreement, the Parties further agree to assume responsibility for any and all Legal Expenses, owed but not yet paid by either Party related to each respective Party's Alleged Injuries. Further, each Party will indemnify, defend, and hold harmless the other Party from any and all damages, claims, and rights to payment, including any attorneys’ fees, brought by any person, entity, or governmental agency to recover any of these amounts. Resolution of All Claims. Subject to the terms of this Agreement, this Agreement finally settles and resolves all claims that were asserted, or could have been asserted, by either Party against the other. Additionally, the Parties agree that this Agreement finally settles and fully resolves all claims that could have existed between the Parties prior to the effective date of this Agreement. Valid Consideration. The consideration for this Agreement includes, but is not limited to: confidentiality and mutual non-disparagement, as set forth in Section 2.1 below and Exhibit 1 of this Agreement; the tolling of the statute of limitations of Roberts’ Petition and Walkers counterclaim as set forth in Section 2.4 below and Exhibit 4 of this Agreement; avoiding the additional expenses associated with continuing to litigate the Lawsuit; and avoiding the uncertainty of trial, including the additional stress and emotional distress associated with the same. SECTION 2: SPECIFIC CONDITIONS OF SETTLEMENT Confidentiality Statement and Mutual Non-Disparagement Clause. The Parties agree and acknowledge that confidentiality and non-disparagement are of Confidential Settlement Agreement Page 6/1122 2.3 24 2.5 paramount importance to their decision to enter into this Agreement. The specific terms of this Agreement’s Confidentiality Statement and Mutual Non- Disparagement Clause, are contained in the attached Exhibit 1 entitled, “Confidentiality Statement and Mutual Non-Disparagement Clause” which is hereby incorporated by reference into this Agreement as if fully set forth herein (Exhibit 1 and all other Exhibits to this Agreement are sometimes hereinafter referred to collectively as the “Confidentiality Agreement”). Accordingly, the Parties agree and acknowledge that each and every term in the Confidentiality Agreement is material to this Agreement, and but for the inclusion of all of the terms in the Confidentiality Agreement, the Parties would not have chosen to enter into this Agreement. To be explicitly clear, any breach of the Confidentiality Agreement shall be deemed a material breach of this Agreement, subject to the rights, remedies, and procedures set forth herein. Full Release, Except as otherwise stated in this Agreement, for the consideration set forth in Section 1.6 above and as otherwise set forth in this Agreement, the Parties forever release, discharge, and acquit each other from any and all claims, theories of liability, causes of actions, demands, debts, obligations, damages, and/or liability of any nature whatsoever, known or unknown, that (a) either Party has or may have which arises out of the facts and circumstances alleged in the Lawsuit, and/or (b) which concern or relate in any way to any acts or omissions done or occurring prior to and including the effective date of this Agreement. Dismissal. Within three (3) business days of the Effective Date of this Agreement, the Parties’ agree to file their respective Notices of Dismissal as set forth in this Section. Specifically, Roberts agrees to file a Notice of Dismissal without Prejudice with respect to his Petition. Roberts may only re-file his Petition in accordance with the terms of this Agreement. A copy of said Notice of Dismissal without Prejudice is attached hereto, marked “Exhibit 2” and incorporated by reference as if fully set forth herein. Likewise, Walker agrees to file a Notice of Dismissal without Prejudice with respect to her Counterclaim. A copy of said Notice of Dismissal without Prejudice is attached hereto, marked “Exhibit 3” and incorporated by reference as if fully set forth herein. Statute of Limitations Tolling. The Parties agree and acknowledge that any and all applicable Statute of Limitations that may apply to the refiling of Robert’s Petition and Walker’s counterclaim pursuant to Section 2.5 below, shall be subject to the terms and conditions of this Agreements Tolling Agreement and Breach Provision. (See Exhibits 4 and 5). Breach of Agreement. _In the event either Party breaches any Material Term of this agreement (the “Breaching Party”), the other Party (the “non-Breaching Party”) shall be entitled to the rights, remedies, and procedures set forth in this Agreement’s Confidential Settlement Agreement Page 7/113 32 33 34 Breach Provision, Exhibit 5, a copy of Exhibit 5 is attached hereto, marked “Exhibit 5” and incorporated by reference as if fully set forth herein. The Parties hereby agree and acknowledge that, but for the specific remedies available under this Agreement’s Breach Provision, the Parties would not have voluntarily executed this Agreement. SECTION 3: MISCELLANEOUS PROVISIONS Beneficiaries and Assignability. This Agreement is binding on, and shall inure to the benefit of, the Parties, their heirs, representatives, transferees, principals, estates, executors, administrators, predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, and/or employees. Integration and Modifications. This Agreement constitutes the complete agreement between, and contains all of the promises and undertakings of, the Parties. All prior agreements, representations, negotiations, and understandings between the Parties, oral or written, express or implied, with respect to the subject matter of this Agreement are hereby superseded and merged into this Agreement. This Agreement may not be revised or modified without the mutual written consent of the Parties. Knowing/Voluntary Waiver. The Parties acknowledge and agree that they have had sufficient time to consider this Agreement and consult with legal counsel of their choosing concerning its meaning prior to entering into this Agreement. In entering into this Agreement, no Party has relied on any representations or warranties of any other Party, other than the representations or warranties expressly set forth in this Agreement. Severability. Except as otherwise provided in this Section, if any provision of this Agreement shall be finally determined to be invalid or unenforceable by a court of competent jurisdiction, that part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. Notwithstanding the foregoing, if any of the following provisions of this Agreement are deemed invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, this entire Agreement shall be null and void, and the Parties shall be restored to their respective legal positions as they existed prior to the Effective Date of this Agreement: 3.4.1 Sections 2.1, 2.3, 2.4, and 2.5 of this Agreement, including any referenced exhibits; 3.4.2. This Agreement’s Confidential Statement and Mutual Non-Disparagement Clause which is attached to this Agreement as Exhibit 1; 3.4.3. This Agreement’s Statute of Limitations Tolling Agreement which is attached to this Agreement as Exhibit 4; and/or Confidential Settlement Agreement Page 8/1135 3.6 3.7 3.8 39 3.4.4 This Agreement’s Breach of Agreement Provision which is attached to this Agreement as Exhibit 5. Counterparts. ‘The Parties agree that this Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as the original Agreement. Jointly Drafted. Because the Parties have had a full opportunity to consider this ‘Agreement and negotiate its terms with the assistance of each Party’s respective counsel, this Agreement is deemed to have been jointly prepared by the Parties, and any uncertainty or ambiguity existing in it shall not be interpreted against any Party asthe primary drafter of the Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its meaning and not strictly for or against any of the Parties. Choice of Law. Except as otherwise provided in this Agreement, its interpretation and performance will be governed by the laws of the State of Missouri without reference to that jurisdiction’s choice of law provisions. The Parties hereby agree and acknowledge that their sole remedy for the breach of this Agreement shall be governed by this Agreement’s Breach Provision as set forth in the attached Exhibit 5. Notices. Any notice to the other Party that is required by any term or condition of this Agreement shall be made as follows: If notice must be given to Roberts, it shall be sent via email or facsimile to: Jeremy D. Hollingshead Attomey at Law Email: jhollingshead@hdtriallawyers.com Facsimile: (314) 594-0825 If notice must be given to Walker, it shall be sent via email or facsimile to: Alan S. Mande! Attomey at Law Email: dsmm001@aol.com Facsimile: (314) 621-4800 Attorneys’ Fees and Costs. In the event cither Party seeks to enforce any term in Sections 2.4 and 2.5 above, the Parties hereby expressly agree and acknowledge that the Prevailing Party to any such action shall be entitled to the recovery of any and all reasonable costs associated with prosecuting the same, including reasonable attorneys’ fees and court costs. In addition to the foregoing, the Parties further agree Confidential Settlement Agreement Page 9/11and acknowledge to be bound by the “Attomeys’ Fees and Costs” provision as set forth in this Agreement’s Breach Provision (See Exhibit 5). WHEREFORE, having fully read and understood the terms of this Agreement, the Parties sign their names below with the intention that they shall be bound by it. THE PARTIES’ SIGNATURES ARE ON THE NEXT PAGE (PAGE 11 of 11) Confidential Settlement Agreement Page 10/11‘STATE OF MISSOURI : 88. COUNTY OF St. Lot) Before me, a notary public in the State of Missouri, personally appeared Steven Roberts, IL, who upon his oath stated that he is over the age of eighteen years and of sound mind, that he read the foregoing Confidential Settlement Agreement, along with all Exhibits referenced therein; sought the advice of counsel; had sufficient time to obtain the advice of his counsel; and executed this Agreement as his own free act and deed. SUBSCRIBED AND SWORN to before me this the |SYh day of May, 2019. (Bh Notary Commission Expires: SSHEAD _ on FREE Pubic Notory Soal Stare-of Miazourh i sus, STATE OF MISSOURI ) itn Cam B spires 06-26-2022 ) ss. COUNTY OF ) Before me, a notary public in the State of Missouri, personally appeared Cora Faith Walker, who upon her oath stated that she is over the age of eighteen years and of sound mind, that she read the foregoing Confidential Settlement Agreement, along with all Exhibits referenced therein; sought the advice of counsel; had sufficient time to obtain the Advice of his counsel; and exeeted his Agreement as her awn fee at and deed f Faith Walker SUBSCRIBED AND SWORN to before me this the day of May, 2019. My Commission Expires: Confidential Settlement Agreement Page 11/111d 12 EXHIBIT 1 CONFIDENTIALITY AND MUTUAL NON-DISPARAGEMENT AGREEMENT SECTION 1: CONFIDENTIALITY Confidentiality Statement. The Parties expressly agree that neither they nor their attorneys or agents will at any time, directly or indirectly, except as expressly authorized in writing by the other Party hereto or as otherwise permitted by the terms of this Agreement: publicize, divulge, or disclose to the general public, the media, ot any other individuals or entities (individually, “non-Permitted Party”; collectively, “non-Permitted Parties”), any Confidential Term as defined in Section 1.1( of this Agreement. The Parties are further prohibited from making any Public ‘Comment that would be in violation of this Confidentiality Agreement, as that term is defined in Section 1.1(g) of this Agreement. ‘Notwithstanding the foregoing, the Parties may disclose the Confidential Terms to their legal advisors, and mental health professionals, (individually, the “Permitted Party; collectively, the “Permitted Parties”), but only if the Permitted Parties are expressly made aware of this Confidentiality Statement and agree to be bound by the same, Any Party disclosing any Confidential Term to a Permitted Party shall be referred to herein as the “Disclosing Party”. The Disclosing Party shall be responsible for any disclosure or breach of confidentiality made by any Permitted Party as a result of the Disclosing Party’s disclosure to any Permitted Party. Accordingly, the Parties expressly acknowledge that, it shall not be a defense to a Party's claim for breach of this Agreement that the Disclosing Party did not personally divulge any Confidential Term to a non-Permitted Party. Any such disclosure by a Permitted Party shall be imputed on the Disclosing Party, permitting the non-Disclosing Party to the rights, remedies, and procedures set forth in this Agreement. Public Policy Disclosures. Subject to the terms and conditions of this Agreement, nothing in this Agreement, including in its Conditionality Statement is intended to prohibit any Party from disclosing any Confidential Term subject to the terms and conditions of this Section. Confidentiality Agreement Page 1/8® Lawful Subpoena or Court Order. The Parties may disclose Confidential Terms pursuant to a court order from a court of competent jurisdiction, subject to the requirements set forth in this Section, @ Gi) Gi) Valid Legal Process Required. To preserve the Parties’ legal right to have proper legal process to challenge any such court order, neither Party may disclose any Confidential Term to any non-Permitted Party without first requiring the issuance of a subpoena or summons by a court of competent jurisdiction, proper service of process of said subpoena or summons, reasonable notice of a hearing, a full and fair opportunity to be heard before a court of competent jurisdiction, and an Order of the Court, before any Confidential Term is the disclosed to the non-Permitted Party. Notice. In the event a Party is subpoenaed, is otherwise compelled to testify, and/or is ordered to produce any documentation against the other Party whereby such testimony or document production would be reasonably likely to disclose a Confidential Term under this Agreement, such Party shall notify the other Party so that he or she may move to quash the subpoena and/or take any other action, if any, the Party deems appropriate to challenge the disclosure of any Confidential Term of this Agreement. Cooperation. Should any Party nevertheless be compelled to testify pursuant to subpoena or other legal process, the Party shall cooperate with the other Party and his or her attorney(s) to the end that this ‘Agreement’s Confidential Terms be preserved; such cooperation is to include consultation with the other Party and his or her attorney(s) upon reasonable notice and terms before the Party is to provide testimony. In the event a Party is subject to the potential compelled disclosure of this Agreement Confidential Terms as set forth in this Section, the Party being so compelled will notify the other Party's counsel as soon as reasonably practical, but in no event, more than three (3) calendar days upon the receipt of any subpoena, court order, administrative order, or other legal process requiring disclosure of any Confidential Term. Notice shall be provided to the other Party in accordance with the provisions of this Agreement. Confidentiality Agreement Page 2/813 2A 22 (b) Voluntary Disclosure Compelled by Law. The Parties may disclose Confidential Information that the Party would be required to disclose by any federal or state law, but only to the extent such disclosure is compelled and, unless otherwise required by a valid court order, only as authorized by this Agreement. In any such situation, the Disclosing Party shall take any and all reasonable measures to ensure that the Confidential Terms of this Agreement remain protected. (©) Truthful Testimony. If authorized to provide testimony under this Section, any such testifying Party shall, at all times, provide truthful testimony and nothing in this Agreement should be construed otherwise. Failure to testify truthfully in any such matter may be deemed a breach of this Agreement and/or constitute a waiver of this Agreement’s release of the Parties’ claims. Protective Order. On November 5, 2018, this Court entered its Stipulated Protective Order (the “Protective Order”) in this case which established definitions and procedures with respect to the exchange and usage of “confidential information” as defined in that Protective Order. The Parties hereby agree and acknowledge that the Court’s Protective Order shall remain in full force and effect and is hereby fully incorporated into this Agreement as if fully set forth herein. To the extent this Agreement shall conflict with the terms, conditions, and/or procedures of the Protective Order, the Parties hereby agree and acknowledge that the terms, conditions, and/or procedures of the Protective Order shall govern in any such respect. SECTION 2: MUTUAL NON-DISPARAGEMENT CLAUSE General Non-Disparagement. Except as otherwise authorized in by the provisions of this Agreement, the Parties acknowledge and agree that they will not, at any time after the Effective Date of this Agreement disparage, criticize, or make any negative comments regarding each other or take or omit to take any action the effect of which is to criticize of otherwise disparage in any way each other. Joint Statement. Notwithstanding any other provision in this Agreement to the contrary, the Parties agree and acknowledge that, within seven (7) days of dismissing the Lawsuit, a Joint Statement will be issued on behalf of the Parties which shall verbatim read as follows: Confidentiality Agreement Page 3/8“The parties have resolved this matter to their mutual satisfaction. They will be dismissing their respective claims. No money was paid in exchange for the dismissal of the parties’ claims. The parties are committed to setting their differences aside and continuing to work together in Jefferson City for the benefit of their constituents. The parties will have no further comment at this time.” (the “Joint Statement”), Additional Statements. Except as otherwise permitted by this Section, the Parties hereby explicitly acknowledge and agree that their Joint Statement shall constitute the sole and exclusive statement to be made with regard to the Confidential Terms of this Agreement. The Parties’ hereby agree and acknowledge that the provisions contained within this Section 2 are material terms of this Agreement, and but for the inclusions of this Section 2, the Parties would not have voluntarily entered into this Agreement. Notwithstanding the foregoing, the Parties expressly agree and acknowledge that their only respective comment regarding one another or the Confidential Terms of this Agreement shall be as follows: (@) Walker. Walker may only state that, “The matter has been resolved to both Parties’ satisfaction.” In addition to the other requirements of this Agreement, without limitation, Walker is expressly forbidden from either directly or indirectly, expressly or implicitly engaging in any of the following conduct: (@ Holding herself out to be or making any Public Comment to the effect that she is the victim of sexual assault, sexual violence, or rape, unless she specifically identifies the alleged perpetrator, and said alleged perpetrator is clearly identified as not being Roberts; Gi) Holding herself out to be or making any Public Comment to the effect that she is, herself, a member of the #metoo or any other similar movement or platform of alleged victims of sexual assault that may now exist or may exist in the future, unless she specifically states the basis for so claiming, and such basis may not be Roberts. In addition to the foregoing and to be explicit, Walker may not impli explicitly indicate that the alleged perpetrator was Roberts; Confidentiality Agreement Page 4/8@) © (iii) Holding herself out to be or making any Public Comment to the effect that she is a “survivor,” unless she specifically states the basis for so claiming, and such basis may not be Roberts; (iv) Inher capacity as a public official, stating, and/or implying through any legislative effort that her sponsorship and/or support for any particular legislative action is, in any way whatsoever, connected to any of the Confidential Terms of this Agreement and/or to her experiences associated with Roberts or the allegations contained in ‘the Lawsuit; (v) Stating or implying that, due to the restrictions placed on her by this Agreement that she would like to, but is unable to, make any further public comment; (vi) Stating or implying that she was, in any manner whatsoever, coerced, forced, and/or otherwise threatened into entering into this Agreement; (vii) Stating or implying that any monetary payment was made in exchange for her executing this Agreement; and/or (vill) Others to engage in any of the foregoing conduct on her behalf. ‘Walker Social Media. Within seven (7) days of the Effective Date of this Agreement, Walker shall remove any and all Social Media posts (as Social Media is defined in Section 1.1(j) of this Agreement) which are in violation of any provision of this Confidentiality Agreement, but particularly, with respect to Section 2.3(a) above. Roberts. Due to the nature of the allegations lodged by Walker against Roberts in, among other places, the Counterclaim, Walker hereby agrees and acknowledges that Roberts is permitted to both publicly and privately maintain his innocence, defend his reputation, and/or deny any and all specific conduct with respect to Walker’s allegations against him, Confidentiality Agreement Page 5/834 32 33 34 SECTION 3: MISCELLANEOUS PROVISIONS Third-Parties. The Parties hereby expressly agree and acknowledge that, to the maximum extent possible, they will not encourage (either explicitly or implicitly) any other third-party individual or entity to engage in any conduct which would be prohibited by this Agreement if engaged in by the Parties. The Parties further agree to take any and all reasonable action necessary with regard to any such third-party individuals or entities to preserve the Parties’ stated intentions and obligations and set forth in this Agreement. Materiality. The Parties hereby expressly agree and acknowledge that all terms and conditions in all Sections and sub-Sections of this Confidentiality Agreement ate material to this Agreement, and as such, any breach of any term or condition contained herein shall be deemed a Material Breach pursuant to Section 2.5 of this Agreement. Non-Severability. The Parties hereby reaffirm, agree, and acknowledge that this Confidentiality Agreement is non-severable from this Agreement. In the event that any term, condition, Section, or sub-Section of this Confidentiality Agreement is held to be void or unenforceable by any court or tribunal of competent jurisdiction, the Parties hereby agree and acknowledge that this Agreement in its entirety shall become null and void, and the Parties shall be returned to their respective positions as they existed prior to the Effective Date of this Agreement. Enforcement. The Parties hereby agree and acknowledge that the exclusive remedy for enforcing the terms and conditions of this Confidentiality Agreement or for seeking redress from an allegedly Breaching Party for violation of the same shall be pursuant to Sections 2.5 and 3.9 of this Agreement, as well as this Agreements Breach Provision (See Exhibit 5). THE PARTIES’ SIGNATURES AND DECLARATIONS ARE ON THE NEXT TWO (2) PAGES (PAGES 7 AND 8 OF 8) Confidentiality Agreement Page 6/8DECLARATION OF STEVEN ROBERTS. IL. STATE OF MISSOURI ) . ) ss. COUNTY OF Sj. Lo&S ) Before me, a notary public in the State of Missouri, personally appeared Steven Roberts, II, who upon his oath stated that he is over the age of eighteen years and of sound mind, that he read the foregoing Confidentiality Statement and Mutual Non-Disparagement ‘Clauses sought the advice of counsel; had sufficient time to obtain the advice of his counsel; executed this Agreement as his own free act and deed; and agrees to be bound by the terms and conditions as set forth therein. Be— Steven Roberts, I. 7 SUBSCRIBED AND SWORN to before me this the | Sthy day of May, 2019. My Commission Expires: "TEREMIAR D HOLLINGSHEAD Public, Notary Seal of Maou Confidentiality Agreement Page 7/8DECLARATION OF CORA FAITH WALKER STATE OF MISSOURI ) ) ss. COUNTY OF _- louis ) Before me, a notary public in the State of Missouri, personally appeared Cora Faith Walker, who upon her oath stated that she is over the age of eighteen years and of sound mind, that she read the foregoing Confidentiality Statement and Mutual Non- Disparagement Clause; sought the advice of counsel; had sufficient time to obtain the advice of his counsel; executed this Agreement as her own free act and deed; and . agrees to be bound by the terms and conditions as set forth therein. Wo ‘ora Faith Walker SUBSCRIBED AND Si p before me this the ZO day of May, 2019. DAND Ss wplWlney (-Sos He __ Notary Publi q ota ubli- Notary Sel yey sate of Miso Sete ramber 14660487 ny Common Exptes ABE, 2022 My Commission Expires: Confidentiality Agreement Page 8/8IN THE CIRCUIT COURT OF SAINT LOUIS CITY STATE OF MISSOURI STEVEN ROBERTS Il, Plaintiff, vs. CORA FAITH WALKER, Defendant. EXHIBIT heres Case Number: 1622-CC10939 PLAINTIFFS NOTICE OF VOLUNTARY DISMISSAL WITHOUT PREJUDICE COMES NOW, Plaintiff, by and through undersigned counsel, and hereby dismisses all counts of his Petition against Defendant without prejudice, as the Parties have resolved their respective claims to their mutual satisfaction. Respectfully submitted, HOLLINGSHEAD & DUDLEY /s/ Jeremy D. Hollingshead Jeremy D. Hollingshead, #60447 7777 Bonhomme Avenue, Suite 2401 Saint Louis, Missouri 63105 Telephone: (314) 925-7627 Facsimile: (314) 594-0825 Email: _jhollingshead@hdtriallawyers.com ATTORNEY FOR PLAINTIFF Certificate of Service The undersigned counsel hereby certifies that a true and accurate copy of the foregoing was sent to all counsel of record via Missouri’s Electronic Filing System this the day of May, 2019. (s/ Jeremy D. HollingsheadEXHIBIT IN THE CIRCUIT COURT OF SAINT LOUIS CITY STEVEN ROBERTS If, Plaintiff, vs. CORA FAITH WALKER, Defendant. STATE OF MISSOURI Case Number: 1622-C 10939 DEFENDANT'S NOTICE OF VOLUNTARY DISMISSAL WITHOUT PREJUDICE COMES NOW, Defendant, by and through undersigned counsel, and hereby dismisses all counts of her Counterclaim against Plaintiff without prejudice, as the Parties have resolved their respective claims to their mutual satisfaction. Respectfully submitted, MANDEL & MANDEL, LLP (s/ Alan $. Mandel Alan S. Mandel, #29137 1108 Olive Street, Fifth Floor Saint Louis, Missouri 63101 Telephone: (314) 621-1701 Facsimile: (314) 621-4800 Email: dsmm001@aol.com ATTORNEY FOR DEFENDANT. The undersigned counsel hereby certifies that a true and accurate copy of the foregoing was sent to all counsel of record via Missouri’s Electronic Filing System this the day of May, 2019. /s/ Alan S, MandelEXHIBIT 4 STATUTE OF LIMITATIONS TOLLING AGREEMENT THIS TOLLING AGREEMENT (this “Tolling Agreement”) is made and effective this 13 day of May, 2019, (the “Effective Date”) by and among Steven Roberts, II. (“Roberts”) and Cora Faith Walker (“Walker”) (collectively, the “Parties”). 1a 12 13 14 1s 1.6 24 SECTION 1: RECITALS WHEREAS, Roberts is a natural person residing in the State of Missouri. WHEREAS, Walker is a natural person residing in the State of Missouri. WHEREAS, the Parties have made certain claims and allegations against one another as set forth in the Parties’ Confidential Settlement Agreement (this “Agreement”) and the Lawsuit. WHEREAS, the Parties have executed this Agreement with the mutually stated desire to, once and for all, resolve their respective Claims. WHEREAS, in order to effectuate the Parties’ stated purpose and intent in executing this Agreement (See Sections 1.5, 2.4, and 2.5 of this Agreement, see also this, ‘Agreement’s Breach Provision), the Parties agree and acknowledge that any and all applicable Statute of Limitations associated the allegations contained within Robert’s Petition and Walker’s Counterclaim, along with any amendments to Roberts’ Petition and Walker’s Counterclaim that a tribunal of competent jurisdiction may allow (“the Parties’ Claims”) shall be forever tolled WHEREAS, the Parties desire to make provision for the tolling of any and all statutes of limitations applicable to the Parties’ Claims to make provision for the retention of any and all legal or equitable actions the Parties’ may have against one another as set forth in this Agreement, and to provide that no legal or equitable action may be initiated by or on behalf of the Parties against one another, except as specifically authorized by this Agreement. SECTION 2: SPECIFICS OF THIS TOLLING AGREEMENT ‘Term of the Tolling Agreement. The term of this Tolling Agreement shall be from the Effective Date of this Agreement until the expiration of the statute of limitations for claims against the probate estate of Cora Walker, deceased (the “Term”) or until Statute of Limitations’ Tolling Agreement Page 1 of 522 23 24 31 32 33 3.4 the expiration of the statute of limitations against the probate estate of Steven Roberts Il, deceased. Tolling of Statute of Limitations. The Parties agree that the expiration of any and all statutes of limitations applicable to the Parties’ Claims shall be tolled and suspended during the Term of this Agreement. Re-Filing of the Parties’ Claims. The Parties hereby agree and acknowledge that they may only re-file their Claims in accordance with this Agreement’s Breach Provision. (See this Agreement’s Exhibit 5). No Legal Action Unless Authorized. The Parties hereby agree and acknowledge that, unless and until they have complied with the procedural requirements of this Agreement’s Breach Provision (See this Agreement’s Exhibit 5 ‘The Parties may not initiate any legal action against each other with respect to their Claims against each other except as specifically authorized by this Agreement. SECTION 3: MISCELLANEOUS PROVISIONS Incorporation. ‘This Tolling Agreement is fully incorporated into the Parties’ Confidential Settlement Agreement. Materiality. The Parties hereby expressly agree and acknowledge that all terms and conditions in all Sections and sub-Sections of this Tolling Agreement are material to this Agreement, and as such, any breach of any term or condition contained herein shall be deemed a material breach of this Agreement. Non-Severability. The Parties hereby reaffirm, agree, and acknowledge that this Tolling Agreement is non-severable from this Agreement. In the event that any. term, condition, Section, or sub-Section of this Tolling Agreement is held to be void or unenforceable by any court or tribunal of competent jurisdiction, the Parties hereby agree and acknowledge that this Agreement in its entirety shall become null and void, and the Parties shall be returned to their respective positions as they existed prior to the Effective Date of this Agreement. Enforcement. The Parties hereby agree and acknowledge that the exclusive remedy for enforcing the terms and conditions of this Tolling Agreement or for seeking redress from an allegedly Breaching Party for violation of the same shall be pursuant to of the terms of this Agreement, including this Agreement’s Breach Provision (See Exhibit 5). Statute of Limitations’ Tolling Agreement Page 2 of 5THE PARTIES’ SIGNATURES AND DECLARATIONS ARE ON THE NEXT TWO (2) PAGES (PAGES 4 AND 5 OF 5) [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] Statute of Limitations’ Tolling Agreement Page 3 of 5DECLARATION OF STEVEN ROBERTS. I. STATE OF MISSOURI ) ; dss. COUNTY OF_S4. Lows ) Before me, a notary public in the State of Missouri, personally appeared Steven Roberts, Il, who upon his oath stated that he is over the age of eighteen years and of sound ‘mind, that he read the foregoing Statute of Limitations’ Tolling Agreement; sought the advice of counsel; had sufficient time to obtain the advice of his counsel; executed this Agreement as his own free act and deed; and agrees to be bound by the terms and conditions as set forth therein. SUBSCRIBED AND SWORN to before me this the |X} day of May, 2019. THOLLINGSHEAD Fhtety Pubic: Notary Seo! ot Missout! My Commission Expires: Commission # My Commission Expi Statute of Limitations’ Tolling Agreement Page 4 of 5DECLARATION OF CORA FAITH WALKER STATE OF MISSOURI a ) ss. county or St. Lou‘s ) Before me, a notary public in the State of Missouri, personally appeared Cora Faith Walker, who upon her oath stated that she is over the age of eighteen years and of sound mind, that she read the foregoing Statute of Limitations’ Tolling Agreement; sought the advice of counsel; had sufficient time to obtain the advice of his counsel; executed this Agreement as her own free act and deed; and . agrees to be bound by the terms and conditions as set forth therein. ‘ora Faith Walker SUBSCRIBED AND SWORN to before me this the ZO day of May, 2019. WENDY U SAULTZ Notary Public - Notary Seal St Lous city «State of Mssourt Ne jotary Public Commission Number 14663487 My Commission Expires: Statute of Limitations’ Tolling Agreement Page 5 of 5wd 12 14 13 14 EXHIBIT 5 BREACH OF AGREEMENT PROVISION AND RELATED PROCEDURES SECTION 1: GENERAL Purpose. The Parties hereby agree and acknowledge that the stated purpose of this Breach Provision is to set forth the Parties’ remedies and procedures in the event either Party is alleged (the “Breaching Party”) by the other (the “Non-Breaching Party”) to be in breach of this Agreement. (See Section 2.5 of this Agreement). Exclusive Remedy. The Parties hereby agree and acknowledge that this Breach Provision shall be the Parties’ exclusive remedy for enforcing the terms of this Agreement and/or seeking redress related to any Covered Claim as defined in Section 2.5 below. Materiality. The Parties hereby expressly agree and acknowledge that all terms and conditions in all Sections and sub-Sections of this Breach Provision are material to this Agreement, and as such, any breach of any term or condition contained herein shall be deemed a material breach pursuant to Section 2.5 of this Agreement. Non-Severability. The Parties hereby reaffirm, agree, and acknowledge that this Breach Provision is non-severable from this Agreement. In the event that any term, condition, Section, and/or sub-Section of this Breach Provision is held to be -voidable, void, or in any manner whatsoever, unenforceable by any court or tribunal of competent jurisdiction, including without limitation, any arbitrator appointed to determine the Parties’ rights with respect to the terms and conditions of this Agreement (the “Arbitrator”), the Parties hereby agree and acknowledge that this Agreement shall: become null and void in its entirety, and the Parties shall be retumed to their respective positions as they existed prior to the Effective Date of this Agreement. Responsibilities of Non-Breaching Party. In the event one of the Party’s to this Agreement suspects and/or alleges that the other Party is in breach of any term or condition of this Agreement, the Parties hereby agree and acknowledge that the Non-Breaching Party shall, nonetheless, remain obligated to maintain his or her obligations under this Agreement until such time as the Arbitrator conducts an evidentiary hearing (the “Hearing”) to determine if the allegedly Breaching Party materially breached any term or condition of this Agreement. Breach of Agreement Provision and Related Procedures Page 1 of 131S 16 21 2.2 23 24 Notice and Right to Cure Breach. In the event a Party is alleging a material breach to any term or condition of this Agreement, such Non-Breaching Party is not obligated to notify the allegedly Breaching Party prior to seeking redress pursuant to the terms and conditions of this Breach Provision. Arbitration Claim Defined. For the purposes of this Agreement, an “Arbitration Claim” shall be defined as “Covered Claims,” as that term is specifically defined in Section 2.5 below, including any counterclaims brought thereto. SECTION 2: ARBITRATION Arbitration Agreement. The Parties hereby agree that any controversy or claim identified in Section 2.5 below (the “Covered Claims”), shall_be resolved by binding arbitration, subject to the terms and conditions of this Breach of Agreement Provision and Related Procedures (the “Arbitration Agreement”). Waiver of Trial by Judge or Jury. Consistent with this Arbitration Agreement, the Parties hereby mutually waive their respective rights to a trial before a judge or jury in favor of final and binding arbitration, subject to the terms, conditions, and procedures set forth in this Breach Provision. Jurisdiction. The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, and/or validity of this Arbitration Agreement or to the arbitrability of any claim and/or counterclaim (the or an “Arbitration Claim”). However, the Arbitrator explicitly shall not have the authority, power, or right to alter, change, amend, modify, add, and/or subtract from any provision of this Agreement. Arbitrator’s Fees. The Parties hereby agree and acknowledge that, in the event either Party files an Arbitration Claim against the other, and until such time as the Arbitrator makes a final decision on the merits of an Arbitration Claim thereby issuing Findings of Fact and Conclusions of Law (the “Findings”) as to the Prevailing Party on the Arbitration Claim, each Party shall be responsible for the timely payment of his or her respective pro rata share of the Arbitrator’s fee. Covered Claims. Without limitation, the following potential claims or controversies (including any counterclaims) shall be considered Covered Claims that, subject to this Agreement, must be resolved by the Parties through binding arbitration. Breach of Agreement Provision and Related Procedures Page 2 of 13@ ®) © @ © © Arising out of or relating to this Agreement, the subject matter thereof, or a breach of the same; Arising out of the allegations as set forth in the Lawsuit; Arising out of the interpretation, applicability, enforceability, and/or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is voidable, void, or unenforceable. Compulsory and/or non-compulsory claims, controversies, and/or counterclaims, whether known or unknown, by and between the Parties of any nature whatsoever that could have been brought by one Party against the other in a court of competent jurisdiction prior to the Effective Date of this Agreement; Either Party’s request that any provision of (including any Section and/or sub-Section) or Exhibit to this Agreement be deemed voidable, void, or in any manner whatsoever, unenforceable; and/or Brought by the Parties as authorized by this Agreement’s Tolling Agreement. For the avoidance of doubt, it is understood and agreed that this Arbitration Agreement cludes any and all claims and disputes (including counterclaims), without any limitation whatsoever, that: 1) relate in whole or in part, in any manner whatsoever, to any subject matter related to this Agreement, and/or 2) arose between the Parties prior to the Effective Date of this Agreement. SECTION 3: ARBITRATOR SELECTION 3.1 Single Arbitrator. All Arbitration Claims will be before a single arbitrator in St. Louis, Missouri. 3.2 Default Arbitrator-Judge David. Unless otherwise mutually agreed to by the Parties in writing, the Parties hereby expressly agree to appoint Judge David as the Arbitrator for any Covered Claim(s) that is (are) governed by this Arbitration Agreement. At such time as any Covered Claim is filed, as set forth in Section 4.1 below, should Judge David be unable and/or unwilling to fulfill his appointment as the Arbitrator, the Parties agree to comply, in sequential order (i.e. Section 3.3, then Section 3.4, then Section 3.5), with the requirements of this Section 3.2 and Sections 3.3-3.5 below. Breach of Agreement Provision and Related Procedures Page 3 of 1333 34 ey 41 Good Faith Conferral. In the event Judge David is unable or unwilling to serve as an Arbitration Claim’s Arbitrator, the Parties and/or their counsel, must first confer and make a good faith effort to jointly agree upon the replacement Arbitrator. Strike Method. If, after good faith consultation, as required by Section 3.3 above, the Parties and/or their counsel are unable to jointly agree upon a replacement Arbitrator, the Arbitrator shall be chosen by virtue of the American Arbitration Association’s (the “AAA”) “strike list,” whereby each Party shall take sequential tums striking potential arbitrators from the list provided by AAA until only one possible arbitrator remains (the “Strike Method”). The Party first filing his or her Arbitration Claim (the “Claimant”) shall receive the first strike with the responding Party (the “Respondent”) striking second, and so on until the Arbitrator is chosen. Last Resort. If, for whatever reason, the Strike Method is unavailable at the time a Party’s Arbitration Claim is filed, the Parties agree that the Claimant shall file his or her Arbitration Claim as a “Petition,” under seal in the Circuit Court for the City of St. Louis, Missouri, and following service as effectuated pursuant to the Missouri Rules of Civil Procedure and applicable statutory authority, both Parties shall promptly move the court to compel arbitration and appoint a replacement Arbitrator. In addition to the Claimant’s Arbitration Claim (i.e. “Petition”) being filed under seal, the Parties shall make every reasonable effort to ensure that all subsequent filings, if necessary, are likewise filed under seal, so as to ensure the confidentiality of this Agreement’ terms and conditions. SECTION FOUR: ARBITRATION PROCEDURES FILING Arbitration Claim Procedure. In the event either Party wishes to file an Arbitration Claim as authorized by this Agreement, the following procedures shall apply: (a) The Claimant shall file his or her Arbitration Claim (i.e. provide Notice) contemporaneously to both the other Party (i.e. the “Respondent”) and Judge David, in accordance with Section 3.8 of this Agreement; (b) _ Inthe event Judge David is unable and/or unwilling to serve as the Arbitrator on a Party's Arbitration Claim, the Parties and/or their counsel shall have thirty (30) days to fully confer as to a replacement Arbitrator, as set forth in Section 3.3 above. Regardless of Judge David’s ability or willingness to hear Breach of Agreement Provision and Related Procedures Page 4 of 1342 43 © @ a Party’s Arbitration Claim, any such Arbitration Claim shall be filed and heard in accordance with the terms and conditions of this Breach Provision; In the event the Parties and/or their counsel are unable to agree upon a suitable replacement Arbitrator, the Claimant shall have thirty (30) days to submit a AAA “strike list” to the Respondent and/or his or her counsel, as set forth in Section 3.4 above. The Parties and/or their counsel shall have an additional fourteen (14) days to make their respective strikes and select a replacement Arbitrator. Once a replacement Arbitrator is selected via the Strike Method, the Claimant shall have thirty (30) days to file his or her Arbitration Claim; and In the event the AAA Strike Method is, for whatever reason, unavailable, as, contemplated by Section 3.5 above, the Claimant shall have thirty (30) days from such a determination being made and communicated to the Respondent, and/or his or her counsel, to file his or her Petition in the Circuit Court for the City of St. Louis, Missouri as required by Section 3.5 above, and the Parties shall have an additional thirty (30) days to jointly move the court to stay the proceedings and appoint an Arbitrator. During the time period from the Claimant's initial filing to the court’s appointment of an arbitrator, the Parties agree to stay the Respondent’s obligation to file any responsive pleadings, other than those reasonably necessary to effectuate the court staying the proceedings, appointing an Arbitrator, and transferring the case to arbitration. RULES GOVERNING ARBITRATION PROCEEDINGS Civil Procedure. Unless otherwise mutually agreed to in writing and except as otherwise stated herein, the Parties agree that any and all Arbitration Claims shall be conducted (as much as is practicable) in accordance with the Missouri Rules of Civil Procedure and related statutes. Discovery. Notwithstanding the requirements of Section 4.2 above, and unless otherwise mutually agreed to in writing by the Parties or, for good cause shown, approved by the Arbitrator, discovery propounded on the other Party (je. Interrogatories, Requests for Production of Documents, and Depositions) with respect to any Arbitration Claim shall be limited in scope and number as set forth in the Federal Rules of Civil Procedures’ limitations regarding the same. (See Federal Rule of Civil Procedure, Title V, et seq). Breach of Agreement Provision and Related Procedures Page 5 of 1344 45 46 47 48 Scheduling Order. Within thirty (30) days of the Claimant’s case being placed into arbitration, the Parties and/or their counsel shall confer and make a good faith effort to draft a proposed joint scheduling plan to be filed with the Arbitrator. In the event that, after a good faith effort to do the same, the Parties and/or their counsel are unable to reach an agreement, each Party shall file his or her own individual proposed scheduling plan, The Arbitrator shall have the sole authority to accept, reject, or modify any submitted proposed joint or individual scheduling plan. Notwithstanding the foregoing, in no event shall the Arbitrator approve any proposed scheduling plan that, from the filing of the Arbitration Claim with the Arbitrator to the conclusion of any Hearings as authorized by this Breach Provision, would exceed a total of nine (9) months. Hearing(s). Any Hearing(s) conducted with respect to any Arbitration Claim shall be conducted in substantial compliance with the Missouri Rules of Civil Procedure, RSMo. § 490.010, et seq., and Missouri Supreme Court Rule 73.01, et seq. Notwithstanding the foregoing, in the event that a Party’s Arbitration Claim is alleging, in whole or in part, that the other Party has materially breached any term or condition of this Agreement, the Arbitrator should first conduct a hearing to determine if such a material breach has occurred (the “Breach Hearing”). After the Arbitrator has conducted a Breach Hearing, the Arbitrator may then, if applicable, conduct an additional Hearing to resolve any remaining claims a Party may have with respect to the Party’s Arbitration Claim (the “Ancillary Hearing”). Standard of Proof. ‘The Standard of Proof the Arbitrator shall apply to all Hearings conducted pursuant to this Breach Provision shall be proof beyond a “preponderance of the evidence,” as that term is defined and interpreted by Missouri law. Findings of Fact and Conclusions of Law. Except as otherwise stated in this Agreement, upon conducting the Hearing(s) as set forth in Section 4.5 above and having reached a decision on the merits, the Arbitrator shall issue written Findings of Fact and Conclusions of Law (the “Findings”) in a substantially similar manner as contemplated by Missouri Supreme Court Rule 73.01. Statute of Limitations. From the time that a Party knew or should have known that an arbitrable claim had arisen pursuant to this Agreement, the Party shall file his or her Arbitration Claim within six (6) months of said date. The Parties agree and acknowledge that, in the event either Party files any Arbitration Claim more than six (6) months after such applicable statute of limitations, the Arbitration Claim shall be dismissed by motion of the Responding Party or on the Arbitrator’s own . In the event a Party’s Arbitration Claim is dismissed by the Arbitrator for failing to satisfy the requisite statute of limitations as set forth in this Section 4.7, Breach of Agreement Provision and Related Procedures Page 6 of 135.1 52 53 the Responding Party shall be entitled to his or her reasonable attorneys’ fees and costs, as set forth in Section 5.4 below. An Arbitration Claim is deemed “filed” for purposes of satisfying the statute of limitations as set forth in this Section 4.7 when the Claimant satisfies the requirements of Section 4.1(a) above, regardless of whether Judge David is able and/or willing to fulfill his obligations as the Arbitrator with respect to any such Arbitration Claim. SECTION 5: REMEDIES AND ARBITRATION AWARD Exclusive Remedy. The Parties agree and acknowledge that the requirements set forth in this Breach Provision shall constitute the Non-Breaching Party’s exclusive remedy for any breach of this Agreement, and the procedures as set forth in this Breach Provision shall be the sole method by with any Party may seek redress for the same. Binding Effect of Award. Any decision, judgment, and/or award rendered by the Arbitrator shall be final and binding (absent fraud or manifest error), and any arbitration award may be enforced by judgment entered or vacated in any court of competent jurisdiction, subject to the requirements as set forth in this Breach Provision. Available Remedies. Subject to the limitations of this Agreement, the Arbitrator shall have full power to give directions and make such orders as the Arbitrator deems just, and to award the Prevailing Party all remedies that would be available in Court, Notwithstanding the foregoing, the Parties hereby agree and acknowledge that the foregoing list constitutes the only remedies available to the Arbitrator with respect to any Arbitration Claim brought pursuant to this Breach Provision: (a) Breach of this Agreement. In the event the Arbitrator determines that one or both Parties materially breached any provision of this Agreement as set forth herein, the Prevailing Party’s damages shall be issues as follows: @ Compensatory Damages. Actual compensatory damages for injuries sustained by the Prevailing Party as a result of the non-Prevailing Party’s breach of this Agreement must be awarded; (ii) Punitive Damages. In the event the Arbitrator finds that the non- Prevailing Party's conduct was intentional or done with a reckless disregard for Prevailing Party’s rights, the Arbitrator may award the Prevailing Party such sum for punitive damages as, in the Arbitrator’s Breach of Agreement Provision and Related Procedures Page 7 of 13) ii) ay) ) sole discretion, would deter the non-Prevailing Party and others like him or her from similar conduct in the future; Attorneys’ Fees and Costs. Reasonable attorneys’ fees and costs as permitted by Section 5.4 below must be awarded in favor of the Prevailing Party; Declaratory Judgment. Declaratory judgment may be issued in accordance with RSMo. § 527.010, et. seq.; and/or Equitable or Injunctive Relief. Injunctive and/or other equitable relief may be ordered as authorized by law. Breach by Either Party If, after conducting the Breach Hearing, the Arbitrator finds either Party be in material breach of this Agreement, the Arbitrator must: () Issue Findings which may include one or more of the following: a. The specific provision(s) and/or Section(s) of this Agreement that the Arbitrator found a Party to have materially breached; b. The Arbitrator’s basis for finding the same; ©. Authorizing the Non-Breaching Party to re-file his or her cause of action as set forth in this Agreement’s Tolling Agreement, Section 2.5(f) above and Sections 2.3-2.5 of this Agreement. (See also Section 5.3(bY(i) above); d. Finding in the Non-Breaching Party’s favor as to liability on all currently existing counts; and/or e. Authorizing the Parties to begin the Arbitration Claim process with regard to the Non-Breaching Party’s damages as set forth in Sections 4.2-4.5 above. At the Non-Breaching Party’s sole election, and in lieu of any other monetary damages, the Non-Breaching Party may elect to have the Arbitrator award him and/or her the sum of One Hundred Thousand Dollars and 00/100 Cents ($100,000.00) in and for liquidated damages for each separate, Material Breach of this Agreement, as set forth in Breach of Agreement Provision and Related Procedures Page 8 of 13the Arbitrator’s Findings. (See Section 5.3(b) (i) above). The Parties agree and acknowledge that it would be impossible to fully determine the harm that any such Material Breach by the Breaching Party may have caused to the Non-Breaching Party's reputation and/or political career. Thus, the Parties agree and acknowledge that such amount is fair and reasonable and is not intended to be a penalty assessed against the Breaching Party. (ii) The Parties’ Arbitration Claim. With regard to this Section 5.3(b), and in addition to the general procedures set forth in this Breach Provision, the following shall apply with respect to any Arbitration Claim with regard to the re-filing of either Party’s respective cause of action: a, Scope of Claims. With respect to the specific claims the Arbitrator may permit one or both Parties to file, the Arbitrator shall be guided by Missouri Supreme Court Rule 55.33 governing “Amended and Supplemental Pleadings.” b. Hearing. If, after the Breach Hearing, the Arbitrator finds that either party materially breached his and/or her obligation(s) under this Agreement as set forth in Section 5.3(b)-(c) above, the Arbitrator shall conduct an additional Hearing whereby the Parties hereby agree that the Arbitrator shall, by virtue of the Breaching Party’s breach of this agreement, issue an Order as. set forth in this Breach Provision. The Arbitrator shall then conduct a Hearing to determine the merits of PlaintifP's Petition and/or Defendant's Counterclaim and to assess damages related thereto, in accordance with Section 4.5 above. c. Compensatory Damages. After conducting the Hearing to determine the damages associated with Plaintiff's Petition and/or Defendant's Counterclaim, the Arbitrator shall issue an additional judgment in the Non-Breaching Party’s favor in an amount to fully compensate the Non-Breaching Party for any damages incurred as a result of the same. Specifically, the Arbitrator may award the Non-Breaching Party one or more of the damages enumerated in Sections 5.3(a)(i)-(v) above. d. Specific Equitable Relief. In addition to any equitable relief authorized in Section 5.3(a)(v) above, the Parties hereby agree Breach of Agreement Provision and Related Procedures Page 9 of 13,and acknowledge that, in the event either Party is found to be in material breach of this Agreement, the Arbitrator is expressly authorized to modify or void altogether the Non- Breaching Party’sfuture obligations to comply with any provision of this Agreement, including this Agreement’s Confidentiality Agreement. e. Walker Public Statement. In addition to the any damages authorized by Sections 5.3(a)(i)-(v) above and this Section 5.3(b), the Parties hereby agree and acknowledge that, as a result of Walker’s material breach of this Agreement, the Axbitrator shall permit Roberts to release the following statement which shall be attributable to Walker: “After careful reflection and review of the evidence in the igation with Mr. Roberts, it has become apparent to me that, due to no fault of Mr. Roberts, I cannot recall the circumstances surrounding my August 26, 2016 sexual encounter with Mr. Roberts. I acknowledge that the allegations in my counterclaim against Mr. Roberts may be factually inaccurate, and as a matter of fact, I cannot deny that the sexual intercourse with Mr. Roberts on the evening of August 26, 2016 may have been consensual. What I can say with certainty is that I no longer believe that I was administered any form of “date rape” drug, and as I have previously stated on numerous occasions, I was not too intoxicated to consent to sexual activity.” f. Walker Comment. With regard to the foregoing Section 5.3(b)(ii)(e) statement, upon the execution of this Agreement, Walker shall sign a document that, verbatim, recit statement contained in the foregoing section 5.3(b) Said statement shall be delivered by the Parties to the Arbitrator for safekeeping, and the Parties agree it shall only be released upon the condition(s) set forth in this Agreement. ‘Walker further agrees that she shall remain bound by the terms of this Agreement, including its Confidentiality Agreement. Specifically, therefore, she may not deny having made the foregoing statement, and she may not state and/or imply that the statement was made under duress or was otherwise anything but her own. Breach of Agreement Provision and Related Procedures Page 10 of 1354 35 g- Robert’s Public Statement. In addition to any damages authorized by sections 5.5(a)(i)-(v) above and this section, the Parties hereby agree and acknowledge that as a result of Robert’s material breach of this agreement, as set forth herein, the arbitrator shall permit Walker to release the following statement which will be attributable to Roberts: “As a Missouri State Representative entrusted by the people to protect Missouri’s citizens, I know how important it is to maintain a reputation beyond reproach. Although I vehemently maintain my innocence with regard to Ms. Walker’s allegations against me, it is not my intention to discourage victims of sexual violence from publicly coming forward. I will work diligently to restore the public’s trust in me. Lam committed to continuing to work with victims of sexual violence, both in my capacity as a Missouri State Representative, as well as in my personal capacity as a Missouri citizen myself.” Attorneys’ Fees and Costs. As determined by the Arbitrator, the Prevailing Party shall be reimbursed by the other party to the action for reasonable attorneys” fees and costs related to the Arbitration Claim as set forth in Section 5.3 above, including any sub-Sections related thereto. Additionally, the Prevailing Party, as determined by the Arbitrator, shall be reimbursed by the non-Prevailing Party for any and reasonable costs associated with prosecuting or defending the non-Prevailing Party’s Arbitration Claim, including but not limited to, any fees paid to the Arbitrator. Confidentiality. The Prevailing Party seeking to confirm the Arbitrator's award in a court of competent jurisdiction shall take reasonable efforts to ensure that his or her request to confirm the Arbitrator’s award is filed under seal, but only until such time as the court’s judgment becomes final as contemplated by the Missouri Rules of Civil Procedure. At such time, the Parties hereby expressly agree and acknowledge that the Prevailing Party may move the court to un-seal the proceedings, and the non-Prevailing Party hereby expressly consents to the same. THE PARTIES’ SIGNATURES AND DECLARATIONS ARE ON THE NEXT TWO (2) PAGES (PAGES 12 AND 13 OF 13) Breach of Agreement Provision and Related Procedures Page 11 of 13,DECLARATION OF STEVEN ROBERTS, IL. STATE OF MISSOURI ) . ) ss. COUNTY OF _ St. Lows ) Before me, a notary public in the State of Missouri, personally appeared Steven Roberts, II, who upon his oath stated that he is over the age of eighteen years and of sound mind, that he read the foregoing Breach of Agreement Provision and Related Procedures; sought the advice of counsel; had sufficient time to obtain the advice of his counsel; executed this Agreement as his own free act and deed; and agrees to be bound by the terms and conditions as set forth therein. Bik T SUBSCRIBED AND SWORN to before me this the {334 _day of May, 2019. Notary Piblic My Commission Expires: JEREMIAH 0 HOLLINGSHEAD Notary Public, Notary Seat Stato of Missouri coms nous City ‘ommission # 13885671 My Commission expitas 06-76-2022 Breach of Agreement Provision and Related Procedures Page 12 of 13,DECLARATION OF CORA FAITH WALKER STATE OF MISSOURI county or &- Louis Before me, a notary public in the State of Missouri, personally appeared Cora Faith Walker, who upon her oath stated that she is over the age of eighteen years and of sound mind, that she read the foregoing Breach of Agreement Provision and Related Procedures; sought the advice of counsel; had sufficient time to obtain the advice of his counsel; executed this Agreement as her own free act and deed; and . agrees to be bound by the terms and conditions as set forth therein. to before me this the ZO day of May, 2019. ) ) ss. ) ‘ora Faith Walker "WENDY L SALTZ. notary Public Notary Sa 1aena8? er 406s i; g Notary Public My Commission Expires: Breach of Agreement Provision and Related Procedures Page 13 of 13