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Docuslgn Envelope ID:OF42FBD7-AC52-4266-A257-BBE14D182B71 A-2025-173 INSURANCE NOT REQUIRED WORT(MAY PROCEED CITY CLERK DATE. OCT 2 0 2025 SETTLEMENT AND RELEASE AGREEMENT �=C AO f � This Settlement and Release Agreement(the"Agreement")is entered into as of the SargVuiliiArvlS Effective Date specified herein,by and between plaintiff Share Our Selves Corporation("SOS" and as further defined below)and defendant City of Santa Ana(the"City"and as further defined. below) [hereinafter, SOS and the City shall be collectively referred to as the"Parties"and/or individually as a"Party"]. RECITALS A. On March 20, 2023, Plaintiff SOS filed an action against defendant City of Santa Ana in the U.S. District Court for the Central District of California, Southern Division, entitled Share Our Selves Corporation v City of Santa Ana, Case No. 8:23-ev-00504 (the"Action"). The Action was brought by Plaintiff SOS, a non-profit medical service provider, asserting claims on its own behalf and as Assignee of claims assigned by an entity known as Turner Healthcare Facilities Acquisition LLC ("Turner"or"Assignor"). A true and correct copy of the assignment of Turner's claims to SOS (the"Assignment of Claims Agreement"), which was attached as an exhibit to each of the three complaints in the Action, is attached hereto as Exhibit 1. The City filed no cross-claims in the Action. B. The Parties recognize that continued litigation between them would require substantial time,effort,and expense unless the Action is settled and dismissed in accordance with the terms and conditions set forth below. Accordingly,the Parties wish to enter into this Agreement to avoid the expense, inconvenience, and uncertainty of litigation. NOW,THEREFORE, in light of the foregoing Recitals which are incorporated herein as part of this Agreement,and in consideration of the representations, warranties,promises, covenants,and releases contained herein, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agree to the following terms and conditions: TERMS AND CONDITIONS 1.0 Effective Date. This Agreement shall be effective as of the date that the Agreement is fully signed and delivered by each Party to the other. 2.0 ,Settlement Amount and Settlement Payment. No later than October 27, 2025, provided that SOS has delivered the Agreement to the City's counsel of record in a form approved by the City, fully executed by SOS and its counsel,no later than 5:00 p.m. on October 21,2025,the City shall pay to SOS the lump sum of Five Hundred Fifty Thousand U.S. Dollars ($550,000.00) (the"Settlement Amount")by ACH payment or wire transfer to a bank account designated in writing by counsel for SOS. Receipt of said account information is hereby acknowledged. Together with the other provisions of this Agreement,the ACH payment of the Settlement Amount delivered as set forth herein shall represent the total,full, and final settlement of the Action,and satisfaction of the Settled Payment. 1