GARY OWNERS, LLC & GREENLAW PARTNERS, LLC

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16. Authority. The signatories hereto represent and warrant that they have been duly authorized to enter into this Agreement by the Party on whose behalf it is indicated that the person is signing and, by such signature, to bind such Party to the Agreement. 17. Captions. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment or describe the scope, content or intent of this Agreement. 18. Effective Date; Termination. This Agreement shall become effective as of the date first above written and shall exist in perpetuity unless it is terminated upon written notice by any Party or upon the resolution of the Litigation. Nevertheless, the Parties agree that privileged communications occurred before formalizing this Agreement, including communications that occurred leading up to and following the Project Approval on October 10, 2022, are and will continue to be protected under the common interest doctrine. The confidentiality obligations and use limitations of the Parties with respect to Privileged Information previously exchanged shall remain in full force and effect, without regard to whether this Agreement is terminated or whether any particular action is terminated by final judgment or settlement. In the event any Party settles or is otherwise dismissed from the Litigation, or for any other reason ceases to participate in this Agreement, such Party shall be obligated to continue to preserve the confidentiality of Privileged Information and any and all privileges pertaining to Privileged Information as though the Party were still part of the joint defense arrangement. The Parties agree that, in the event any Party determines that it no longer has, or no longer will have, mutuality of interest in a joint defense for any reason, including but not limited to a conflict of interest between the Parties, that Party will promptly notify the other Parties of its intent to withdraw from this Agreement. A written notice of termination shall constitute a termination of this Agreement, provided, however, that no such termination shall affect or impair the obligations of confidentiality and privilege with respect to Privileged Information previously furnished pursuant to this Agreement. Any Party so withdrawing will immediately return all copies of any written materials provided. 19. Reservation of Rights and Claims. The Parties waive any right to seek disqualification of any other Party's attorney based on that attorney's receipt of confidential or Privileged Information subject to this Agreement which was received while this Agreement was in effect. The Parties agree that the existence of this Agreement shall not be disclosed or used offensively or defensively in any proceeding involving the Litigation (except that this Agreement may be disclosed or used by any Party hereto in any proceeding to maintain and protect, consistent with the intent of this Agreement, the confidentiality of all Privileged Information); nor will any Party claim that any counsel to a Party is disqualified from any proceeding by reason of this Agreement or the sharing of Privileged Information under this Agreement. 20. Indenendent Prosecution or Defense. Nothing in this Agreement shall limit or interfere with the right and ability of a Party to conduct its own independent prosecution or defense of matters relating to the Litigation and the claims therein, including filing appropriate motions, conducting separate and independent discovery, entering into individual settlements, or otherwise engaging in pretrial procedures for the benefit of the Party, albeit Real Party's obligation to indemnify the City is contingent on the City's cooperation in the defense of the Litigation and the Project Approvals. Page 8 of 11