Thomas Clarke Taylor, individually and as Trustee of the Thomas Clarke Taylor Revocable Trust, dated April 19, 2013 v. Travis Carl Provaznik, an individual

IN THE DISTRICT COURT OF TULSA COUNTY STATE OF OKLAHOMA THOMAS CLARKE TAYLOR, individually and as Trustee of the THOMAS CLARKE TAYLOR REVOCABLE TRUST, DATED APRIL 19, 2013; and TECHNICAL MARKETING SYSTEMS, INC., an Oklahoma corporation, Plaintiffs, v. TRAVIS CARL PROVAZNIK, an individual; AMBER GAIL PROVAZNIK, individually and as Trustee of the AMBER GAIL PROVAZNIK REVOCABLE TRUST, DATED MARCH 6, 2018; and CUSTOM CASE PROS, LLC, an Oklahoma limited liability company, Defendants. JOINT PETITION IN FURTHERANCE OF SETTLEMENT Thomas Clarke Taylor, individually and as Trustee of the Thomas Clarke Taylor Revocable Trust, Dated April 19, 2013; and Technical Marketing Systems, Inc., an Oklahoma corporation (collectively, “Plaintiffs”), and Travis Carl Provaznik, an individual, Amber Gail Provaznik, individually and as Trustee of the Amber Gail Provaznik Revocable Trust, Dated March 6, 2018; and Custom Case Pros, LLC, an Oklahoma limited liability company (together the “Defendants”); Plaintiffs and Defendants (collectively the “Parties”) by and through their counsel of record, for their Joint Petition in Furtherance of Settlement (the “Joint Petition”), allege and state as follows: 1. The Court has jurisdiction over the Parties and this action and venue is proper in this Court. 2. Plaintiffs initiated a lawsuit against the Defendants in Tulsa County District Court, Case number CJ-2023-4335 on December 11, 2023 (the “Lawsuit”). Defendants filed an answer and counterclaims in the Lawsuit on April 1, 2024. 3. Plaintiffs filed an Amended Petition in the Lawsuit against the Defendants on October 29, 2024 (the “FAP”). Defendants filed an answer and counterclaims to the FAP on November 15, 2024. 4. During the pendency of the Lawsuit and after the filing of the FAP, the Parties reached an agreed resolution of the claims and counterclaims. This agreement is more fully set forth in that certain Full and Final Settlement and Release Agreement dated as of February 28, 2025 (the “Settlement Agreement”), which is attached hereto without exhibits, incorporated by reference and made a part hereof. 5. As part of the Settlement Agreement, the Plaintiffs agreed to dismiss certain claims against the Defendant in the FAP without prejudice. These claims are Breach of Fiduciary Duty, Plaintiffs’ Fifth Cause of Action in the FAP for Conversion/Trespass to Chattels, Plaintiffs’ Sixth Cause of Action in the FAP for Replevin, Plaintiffs’ Eighth Cause of Action in the FAP for Misappropriation of Trade Secrets, Plaintiffs’ Ninth Cause of Action in the FAP for Tortious Interference with Existing Business Relationships, Plaintiffs’ Tenth Cause of Action in the FAP for Tortious Interference with Prospective Business Relationships, Plaintiffs’ Eleventh Cause of Action in the FAP for Fraud, and Plaintiffs’ Twelfth Cause of Action in the FAP for Civil Conspiracy (the “Claims”). The Claims in the FAP are incorporated by reference herein, made a part hereof and pled and asserted against Defendants. 6. The Settlement Agreement provides that should the Defendants breach its terms as set forth therein, then Defendants may file this Joint Petition in a separate action and file a Final Agreed Judgment therein (the "Agreed Judgment"). The Agreed Judgment and the relief awarded therein is based on the Claims and is attached as Exhibit M to the Settlement Agreement and incorporated herein by reference. 7. The Settlement Agreement further provides that upon the filing of this Joint Petition, Plaintiffs may then file the Agreed Judgment and execute upon it in any manner allowed by law. 8. Defendants consent to and do not contest, oppose or object to the filing of this Joint Petition and consent to the jurisdiction of the Court and of the premises. Defendants expressly waive any equitable or legal defense to the filing of the Joint Petition and the Claims asserted in the FAP as incorporated herein by Plaintiffs including, without limitation, all defenses under 12 O.S. § 2008(C), estoppel, laches, the statute of limitations, statute of repose or any other time barred defense for any of the Claims asserted in FAP that may otherwise exist and could be asserted by Defendants. Defendants agree that any such time barred defense is tolled from the date of the filing of the Lawsuit on December 11, 2023, through the conclusion of the Restricted Period (defined in the Settlement Agreement) and that 12 O.S. § 100 shall not apply. 9. Defendants expressly waive service of process of any summonses and this Joint Petition under 12 O.S. § 2004 and agree that they shall not collaterally attack the Agreed Judgment on jurisdictional or any other grounds or take any action to vacate the Agreed Judgment. WHEREFORE, premises considered, the Parties hereby file this Joint Petition in furtherance of the Settle Agreement and further agree and consent to the filing of the Agreed Judgment by Plaintiffs herein and pray for any other and further relief that is just and proper. Stipulated and agreed to by: Thomas Clarke Taylor, individually Thomas Clarke Taylor, as President, representative and authorized agent of Technical Marketing Systems, Inc., an Oklahoma corporation Subscribed and sworn to before me by each of the above this this 28th of February, 2025. Notary Public My commission no. 2301568 My commission expires: 8/25/27 Approved as to form and substance by: HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C. John T. Richer, OBA No. 19554 Jerrick L. Irby, OBA No. 30876 Christopher J. Gnaedig, OBA No. 33892 521 East 2nd Street, Suite 1200 Tulsa, OK 74120 Telephone: (918) 594-0400 Facsimile: (918) 594-0505 ATTORNEYS FOR PLAINTIFFS Stipulated and agreed to by: Amber Gail Provaznik, individually and as Trustee of the Amber Gail Provaznik Revocable Trust dated March 6, 2018 Travis Carl Provaznik, an individual Amber Gail Provaznik, as member, representative and authorized agent of Custom Case Pros, LLC, an Oklahoma limited liability company Subscribed and sworn to before me by each of the above this 28th of February, 2025. CHELSIE SIMPSON Notary Public, State of Oklahoma Commission # 24015526 PMU Commission Expires 12-30-2028 My commission no. 24015526 My commission expires: 12-30-2028 Approved as to form and substance by: DAVIS BUSINESS LAW, P.L.L.C. Jeffrey M. Graham, OBA No. 30570 Ryan C. Harper, OBA No. 18388 Post Office Box 346 Enid, OK 73702 Telephone: (580) 237-5820 Facsimile: (580) 701-2448 ATTORNEYS FOR DEFENDANTS EXHIBIT 1 FULL AND FINAL SETTLEMENT AND RELEASE AGREEMENT This Full and Final Settlement and Release Agreement ("Agreement") is made by and between: The Thomas Clarke Taylor Revocable Trust dated April 19, 2013, and Thomas Clarke Taylor, individually and as Trustee of the Thomas Clarke Taylor Revocable Trust dated April 19, 2013 (collectively "Taylor"); Technical Marketing Systems, Inc., an Oklahoma corporation ("TMS") (together with Taylor, "Plaintiffs"); Heather Evans Taylor, an individual; The Amber Gail Provaznik Revocable Trust dated March 6, 2018, and Amber Provaznik, individually and as Trustee of the Amber Gail Provaznik Revocable Trust dated March 6, 2018 (collectively "Amber"); Travis Provaznik, an individual ("Travis") (together with Amber, the "Provazniks"), and Custom Case Pros, LLC, an Oklahoma limited liability company ("CCP") (together with the Provazniks, "Defendants"). The parties to this Agreement may be singularly referred to herein as a "Party" and collectively referred to herein as the "Parties." This Agreement shall only be effective and binding on the Parties on the date it is signed by all Parties (the "Effective Date"). RECITALS WHEREAS, countless disputes and controversies have arisen between the Parties, including, among many others, in regard to the operation and finances of TMS, and with regard to a certain Purchase and Sale Agreement, Promissory Note, and Pledge and Security Agreement dated May 2, 2018, along with related documents, as amended (the "Transaction Documents") and the Provazniks' conduct while employed by TMS and their creation and operation of CCP; WHEREAS, on December 11, 2023, Plaintiffs commenced a lawsuit against Travis and Amber in the District Court of Tulsa County styled Thomas Clarke Taylor, et al. v. Travis Carl Provaznik, et al., Case No. CJ-2023-4335 (the "Lawsuit"), asserting claims against Defendants relating to the Transaction Documents and other acts (the "Claims"), as more particularly set forth in Plaintiffs’ First Amended Petition filed therein on October 29, 2024 (the "FAP"); WHEREAS, on November 15, 2024, Defendants filed in the Lawsuit their Answer to the Amended Petition and Counterclaims against Plaintiffs (the "Counterclaims"); WHEREAS, on or about January 14, 2025, the Parties entered into a Partial Settlement and Release Agreement to resolve certain claims relating to the Transaction Documents, including release and dismissal by Taylor of his claims against Defendants for Declaratory Relief (Plaintiffs’ First Cause of Action in the FAP), Breach of Contract (Plaintiffs’ Second Cause of Action in the FAP), Foreclosure of Security Interest in Collateral (Plaintiffs’ Third Cause of Action in the FAP) and Unjust Enrichment related to the Transaction Documents (Plaintiffs’ Thirteenth Cause of Action in the FAP) and Release and Dismissal by Defendants of Amber’s claim against Taylor for Breach of Settlement Agreement/Breach of Contract (Defendants’ First Cause of Action in the Counterclaims) only to the extent that such claim alleged any breach by Taylor of the Transaction Documents; and Defendants’ claim for Abuse of Process or Malicious Use of Process (Defendants’ Third Cause of Action in the Counterclaims). WHEREAS, to avoid the uncertainty, time and expense which would accompany further litigation regarding certain of these disputes and controversies, the Parties are entering into this Agreement that is the result of negotiation and compromise; and WHEREAS, the Parties desire to enter into this Agreement to formalize their agreements and obligations, including to provide for final settlement and release of all claims against each other, as set forth herein, arising out of or related to the matters addressed herein, pursuant to the terms and conditions described herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties covenant and agree as follows: 1. Recitals. The above recitals are hereby incorporated into this Agreement and made a part hereof. 2. Defendants’ Release and Dismissal With Prejudice of Plaintiffs and Heather Evans Taylor. In consideration of this Agreement, and on the Effective Date hereof, Defendants do hereby immediately release, relinquish, acquit, remise, satisfy, extinguish and forever discharge Heather Evans Taylor, Plaintiffs and their affiliates, predecessors in interest, successors in interest, owners, agents, attorneys, officers, directors, employees, managers, members, insurers, reinsurers, and assigns, from any and all claims, causes of action, damages, losses, liability, punitive damages, treble damages, expenses, fees and costs, including attorneys’ fees and costs, and compensation of every kind or nature, that Defendants have ever had or now have, whether known or unknown, suspected or unsuspected, asserted or unasserted, anticipated or unanticipated, liquidated or unliquidated, absolute or contingent, direct or indirect, whether contractual, tortious, or sounding in equity, and resulting from, arising out of, connected directly or indirectly with, or relating in any way to: (i) TMS; (ii) the claims, counterclaims and allegations in the Lawsuit; or (iii) the relationship between the Parties. Within five (5) business days of the Effective Date, Defendants shall file a Dismissal With Prejudice of all of their claims against Plaintiffs in the Lawsuit. 3. Settlement Payment by the Provazniks. In further consideration of this Agreement, within six (6) months from the Effective Date, the Provazniks shall pay to TMS the principal sum of Eighty-Five Thousand and no/100 Dollars ($85,000.00) (the “Payment”) pursuant to the terms of a secured promissory note in the form of the attached Exhibit A (the “Note”). As additional security for the Payment, the Provazniks shall execute a Membership Interest Pledge Agreement in the form of the attached Exhibit B (the “Pledge Agreement”). 4. Plaintiffs’ Dismissal Without Prejudice. Within five (5) business days of TMS’s receipt of the Payment, the Plaintiffs shall file a Dismissal Without Prejudice of their Claims in the Lawsuit. In the event of any breach of this Agreement, Defendants agree that Plaintiffs may initiate a separate action in the court where the Lawsuit is pending (the “New Lawsuit”) by filing a Joint Petition in Furtherance of Settlement (the “Joint Petition”) signed by all Parties for the purpose of filing and executing on the Final Agreed Judgment described in the below Paragraph 8 (the “Agreed Judgment”). The Joint Petition is attached hereto as Exhibit C and incorporated herein by reference. Defendants agree that they will not contest, oppose or object to the filing of the Joint Petition or seek the dismissal of the Joint Petition on any grounds. Defendants expressly waive any and all equitable or legal affirmative or other defense(s) to the Joint Petition or to any of the Claims asserted in the FAP that are also incorporated into the Joint Petition and the subject of the Agreed Judgment. Such defenses include, without limitation, estoppel, laches, the statute of limitations, statute of repose or any other time barred defense for any Claims asserted in FAP that may exist and could otherwise be asserted by Defendants in any proceeding and those defenses listed under 12 O.S. § 2008(C). Defendants agree that the statute of limitations is tolled for all purposes in the Lawsuit and the New Lawsuit, regardless of whether the New Lawsuit or the Agreed Judgment are filed, beginning on the date of the filing of the Lawsuit on December 11, 2023, through the entirety of the Restricted Period (defined below) and that 12 O.S. § 100 shall not apply. Defendants also expressly waive service of process of any summonses and the Joint Petition under 12 O.S. § 2004 and further agree that they shall not collaterally attack the Agreed Judgment on jurisdictional or any other grounds or take any action to vacate the Agreed Judgment once and if filed in the New Lawsuit. If for any reason the Clerk of the Court declines to accept the New Lawsuit for filing or the Court in the New Lawsuit declines to enter the Agreed Judgment then Plaintiffs, at their sole election, may seek to vacate the Dismissal Without Prejudice and seek to have the Court in the Lawsuit enter the Agreed Judgment therein. Defendants agree that they will not challenge or object to the vacation of the Dismissal Without Prejudice or the entry and filing of the Agreed Judgment in this circumstance. The Joint Petition shall be held by Accord Mediation & Arbitration (“Accord”). 5. Restriction on Business with TMS Customers. In further consideration of this Agreement, Defendants agree to refrain from doing business, either directly or indirectly (the “Restriction”), with any and all entities identified on the attached Exhibit D or any known subsidiary thereof (the “Restricted Customers”) or any company ordering on behalf of a Restricted Customer, whether known, billed to or paid for by the Restricted Customer for a period of three (3) years from the Effective Date (the “Restricted Period”). The Parties agree this Restriction is not intended to be, nor shall it be construed as, a restraint of trade and, thus, is not rendered void under OKLA. STAT. tit. 15, § 217 or any other applicable law. The Restriction shall apply to any business inquiry, including without limitation verbal or written requests for quotes, designs, and orders (“Business Inquiry”), from a Restricted Customer, regardless of whether the inquiry is initiated by the Restricted Customer or Defendants. This section shall not apply to Defendants if they place a quote for an order or request for proposal from a company not on the Restricted List who does not disclose that the end user might be on the Restricted List. As soon as Defendants learn that the end user is on the Restricted List, they shall immediately intercept and/or reject the Order and refuse to ship the product. In the event of this occurrence, Defendants shall immediately give notice to their attorney who shall provide the information to counsel for Plaintiffs. To minimize occasions where this might occur, Defendants agree to not place a quote for an order or respond to a request for proposal that includes a TMS part number "or its equivalent" in the bid or quote description. Within two (2) business days of the Effective Date, Defendants shall send to the individuals/entities identified on the attached Exhibit E written correspondence in the form of the attached Exhibit F with a blind carbon copy to TMS, advising the recipient that Defendants are prohibited from conducting business with the recipient during the Restricted Period. Similarly, if Defendants receive a Business Inquiry from a Restricted Customer at any time during the Restricted Period, Defendants shall by 5:00 P.M. on the following business day send written correspondence in the form of the attached Exhibit G to such Restricted Customer, with a blind carbon copy to TMS. Defendants shall further send a letter to Pelican Products, Inc. ("Pelican") in the form of the attached Exhibit H, advising Pelican of the existence of this Agreement and releasing CCP part numbers for Restricted Customers so that Pelican can continue to provide Pelican products to such Restricted Customers. 6. Audit. As additional consideration and security for the Restriction, Defendants shall, at their sole expense, retain the services of Jon Tatum / Tatum & Associates, Inc., or, in the event Jon Tatum / Tatum & Associates, Inc. is unable or unwilling to perform the services herein, an independent auditor proposed by Defendants with Plaintiffs' written approval ("Auditor"), to perform the audit process of Defendants' income described in this Paragraph 6, below ("Audit"). The communication regarding approval will go through counsel for each Party and not direct communication between the Parties. (a) Annual Audit. At the end of each calendar year during the Restricted Period, Defendants shall provide the Auditor with instructions for an annual Audit in the form of the attached Exhibit I and shall comply with all requests from the Auditor to provide documents or access to electronic records necessary to complete the Audit ("Annual Audit"). Defendants shall ensure that the Annual Audit is completed and that the Auditor provides Plaintiffs a copy of the Auditor's findings (the "Annual Audit Verification") no later than February 28 for each preceding calendar year during the Restricted Period. For the avoidance of doubt, Defendants agree that, should Plaintiffs not receive an Annual Audit Verification from the Auditor by February 28 of a given year for the preceding calendar year during the Restricted Period, Defendants shall be in breach of their obligations relating to the Audit and Restriction. (b) Bi-Annual Audit. In addition to the Annual Audit described in Paragraph 6(a) above, at the end of the first six (6) months of each calendar year during the Restricted Period, Defendants shall provide the Auditor with instructions for a bi-annual Audit of Defendants' income for the preceding six (6) months in the form of the attached Exhibit J and shall comply with all requests from the Auditor to provide documents or access to electronic records necessary to complete the Audit (the "Bi-Annual Audit"). Defendants shall ensure that the Bi-Annual Audit is completed and that the Auditor provides Plaintiffs a copy of the Auditor's findings (the "Bi-Annual Audit Verification") no later than August 31 of such calendar year during the Restricted Period. For the avoidance of doubt, subject to the provisions of Paragraph 6(c) below, Defendants agree that, should Plaintiffs not receive a Bi-Annual Audit Verification from the Auditor by August 31 of a given year during the Restricted Period, Defendants shall be in breach of their obligations relating to the Audit and Restriction. (c) Pelican Verification. Notwithstanding the foregoing, should Plaintiffs receive within fifteen (15) business days of the end of each quarter during the Restricted Period (i.e., March 31, June 30, September 30 and December 31 of each applicable year and the final day of the Restricted Period), a properly executed declaration in the form of the attached Exhibit K confirming that Pelican has compared its shipping documents to the list of Restricted Customers attached hereto as Exhibit D and verified that Pelican has not shipped any products to any entity with the same or similar name as any Restricted Customer in connection with any order placed by Defendants during the preceding quarter ("Pelican Verification"), the requirements of the Bi-Annual Audit set forth in Paragraph 6(b) above shall be considered satisfied, and no Bi-Annual Audit Verification shall be required. However, should Plaintiffs not receive a Pelican Verification for any preceding quarter during the Restricted Period by the deadline set forth herein, this Paragraph 6(c) shall be rendered null and void and the Bi-Annual Audit requirement set forth in Paragraph 6(b) shall remain in full force and effect for the remainder of the Restricted Period. 7. Quarterly Verification by Defendants. As additional consideration and security for the Restriction, Defendants shall further provide to Plaintiffs within five (5) business days of the end of each quarter during the Restricted Period (i.e., March 31, June 30, September 30 and December 31 of each applicable year and the final day of the Restricted Period) affidavits in the form of the attached Exhibit L verifying that Defendants have not engaged in business, directly or indirectly, with any Restricted Customer or otherwise breached the Restriction during the preceding quarter. 8. Agreed Judgment. As additional consideration and security for the Restriction, Defendants shall execute the Agreed Judgment in the form of the attached Exhibit M and incorporated by reference herein. Should Defendants for any reason fail to comply with any of Defendants' obligations with respect to the Payment set forth in the above Paragraph 3, the Restriction as set forth in the above Paragraphs 5, 6, or 7, or the return of TMS Information as set forth in Paragraph 9 below, Plaintiffs may, at their sole election and option, file the Joint Petition set forth in Paragraph 4 above and file the Agreed Judgment in the New Lawsuit. Plaintiffs shall be entitled to pursue execution of the Agreed Judgment in any manner allowed by law. Upon the breach by Defendants of any of their obligations under this Agreement, or upon the filing of the New Lawsuit as a result of Defendants' breach, the release by Plaintiffs of Defendants set forth in Paragraph 10 below shall become null and void. The stipulations and admissions of fact contained in the Agreed Judgment, including in particular those set forth in Paragraphs 1 through 38 therein, are incorporated into this Agreement by reference and made a part hereof (the "Stipulations"). Defendants understand and agree that the Stipulations are a material inducement for Plaintiffs' willingness to enter into this Agreement. In any future proceeding involving one or more Plaintiffs and one or more Defendants, including any proceeding initiated by one or more Defendants under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq., Defendants agree to the admission of the Stipulations into evidence and the use of the Stipulations in any such proceeding and shall not contest or challenge the Stipulations in any respect. During the Restricted Period, Hugh Robert, or in the event Mr. Robert is unable to serve, the managing principal of Accord (the "Mediator"), shall hold the original executed copy of the Joint Petition and the Agreed Judgment. Upon any failure of Defendants to comply with their obligations under Paragraphs 3, 5, 6, 7 and/or 9 herein, counsel for Plaintiffs shall notify the Mediator of the same, and once the Mediator has been provided reasonable proof of a breach of this Settlement Agreement, and given notice to Davis Business Law, the Mediator shall provide the Joint Petition and the Agreed Judgment to counsel for Plaintiffs within two (2) business days of the notification. The Parties agree to hold Mediator harmless with respect to his obligations in this Paragraph 8. 9. Return of TMS Information. Within five (5) business days of the Effective Date, Defendants shall return to TMS copies of all TMS Information. Returning TMS Information means providing all of the following (to the extent Defendants are in possession, custody or control of same) to TMS on a thumb drive or other physical media: (a) any email on any device that was sent to or from any @tmscases.com email address; (b) any and all TMS pricing information, quotes, sales, projects, designs or drawings; any information on TMS part numbers; (c) any TMS government registration information; (d) TMS cage code information; (e) any TMS policy or procedure including cyber security, engineering, quality manuals, and processes for the same; (f) an excel spreadsheet containing all contact information, including names, emails, work and cell phone numbers and contact notes for TMS customers that are on Amber and Travis’ cell phones and all other devices; (g) the copy of the TMS server in Defendants’ possession, including any passwords necessary to access the server; (h) tax or financial information of TMS or Thomas Clarke Taylor; with the exception that Defendants shall be allowed to keep a copy of the TMS tax forms, but not the supporting documents, for all years in which Amber was responsible for keeping the books and filing taxes for TMS. TMS Shall keep a copy of any supporting documents for these tax years as statutorily required by the Internal Revenue Service, or through the end of the Restricted Period, whichever is longer; (i) copies of, or information from, TMS QuickBooks; (j) banking information of TMS; (k) TMS website or SEO information, including plans, strategies and communications with The Nine; and (l) TMS marketing plans or information. Defendants shall, within five (5) business days of the Effective Date, provide Plaintiffs with an affidavit in the form of the attached Exhibit N certifying under penalty of perjury that they have returned all of the above TMS Information to TMS and that they have deleted all such information from all devices remaining in the possession, custody, or control of Defendants and any third-party over whom Defendants have control. 10. Plaintiffs’ Full Release and Dismissal of Defendants. In exchange for the consideration set forth above, within thirty (30) days of their receipt of the final Verification on the final day of the Restricted Period, and except as set forth in Paragraphs 11 and 19 below, Plaintiffs and Heather Evans Taylor shall release, relinquish, acquit, remise, satisfy, extinguish and forever discharge Defendants and their affiliates, predecessors in interest, successors in interest, owners, agents, attorneys, officers, directors, employees, managers, members, insurers, reinsurers, and assigns, from any and all civil claims, causes of action, damages, losses, liability, punitive damages, treble damages, expenses, fees and costs, including attorneys’ fees and costs, and civil compensation of every kind or nature, that Plaintiffs have ever had or now have, whether known or unknown, suspected or unsuspected, asserted or unasserted, anticipated or unanticipated, liquidated or unliquidated, absolute or contingent, direct or indirect, whether contractual, tortious, or sounding in equity, and resulting from, arising out of, connected directly or indirectly with, or relating in any way to: (i) TMS; (ii) the claims, counterclaims and allegations in the Lawsuit; or (iii) the relationship between the Parties. Within thirty (30) days of their receipt of the final Verification on the final day of the Restricted Period, Plaintiffs shall file a dismissal with prejudice of all of their claims against Defendants in the Lawsuit. 11. TMS Tax Liability. The Parties acknowledge and agree that nothing in this Agreement shall waive, release or affect any claims or causes of actions that a Party may have against another Party arising out of, relating to or associated with any tax liability incurred or suffered by TMS (or its past, present, or future shareholders, officers, or directors) before the Effective Date. For purposes of this Paragraph, “TMS Tax Obligations” shall mean any tax obligations of TMS, whether currently known or unknown, that accrued, arose, or were incurred for any period of time prior to the Effective Date. “TMS Tax Obligations” shall include without limitation any charges, fees, fines, levies, imposts, duties, judgments or other assessments of a similar nature, including income, alternative or add-on minimum, employment, estimated, excise, sales, use, transfer, license, payroll, franchise, and/or withholding, including any interest, additions to tax, or penalties and/or interest applicable or related thereto. In order for Amber, Taylor, or any other Party to this Agreement to be liable to TMS (or its past, present, or future shareholders, officers, or directors), for a TMS Tax Obligation, it must have been brought or imposed by a person or entity, including a governmental entity, other than the Parties to this Agreement. For purposes of this Agreement, the Parties agree that Amber need not provide any additional expense receipts for the tax years 2019 through 2022. In exchange, Amber agrees that, should any audit in the future result in any tax liability for tax years 2019, 2020, 2021, or 2022, Amber alone will bear one hundred percent (100%) of that liability, and shall defend, indemnify and hold harmless Plaintiffs against any claim for tax liability for those tax years. The Parties acknowledge that, for the tax years of 2019 through 2022, Amber was solely responsible for the finances of TMS and for submitting, capturing, recording, and maintaining all receipts for expenses of TMS, and for signing and filing TMS’s federal and state tax returns for those years. This indemnification does not include TMS expenses paid directly to Taylor or accrued on Taylor’s credit card ending in 5288. The Parties agree that no one affiliated or employed by any of the Parties shall call or file any report with any agency, governmental or non-governmental, to report any alleged violation of any TMS Tax Obligations or request an audit of TMS or the TMS Tax Obligations, nor shall any Party, their affiliates or employees ask or induce anyone, including customers or their agents or representatives, to perform an audit of TMS or investigate the TMS Tax Obligations. 12. Attorneys’ Fees and Expenses. Except as set forth herein, the Parties shall each bear their own respective attorneys’ fees and expenses, of any kind or character, incurred in connection with or relating to the settled disputes and controversies, including mediation, and the negotiation, preparation, execution, and delivery of this Agreement and the documents required hereby. 13. Warranty of Parties. In addition to any other representation or warranty set forth herein, each Party hereby represents and warrants that the Party is the only entity or person that has any interest in the disputes and controversies between the Parties regarding TMS or their long and complex relationships, and that each Party has the ability, right, and authority to execute this Agreement on its/his/her behalf, and that the Parties have not assigned, transferred, or otherwise disposed of any claims referred to in this Agreement. 14. Tax Consequences. Each Party acknowledges and understands any tax consequences that this Agreement may create and has independently assessed and considered the tax consequences to that Party that may result from this Agreement. No representation or warranty of any kind has been made by any Party hereto as to the tax consequences of this Agreement, and each Party is solely responsible for any tax consequences of this Agreement to that Party. 15. Review of Agreement. Each Party warrants and represents that the Party has received a copy of this Agreement for review and study before being asked to sign it, and has read this Agreement carefully, understands its terms, and has been given a fair opportunity to discuss and negotiate the terms of this Agreement. Each Party further represents that the Party enters into this Agreement knowingly and voluntarily after being given an opportunity to consult with counsel of their choice and has not been influenced to sign this Agreement by any statement or representation not contained in this Agreement. 16. Entire Agreement. This Agreement, including all exhibits hereto, constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, neither this Agreement nor any of the provisions hereof may be changed, modified, waived, discharged, or terminated except by an instrument in writing signed by all Parties. 17. Binding Effect, Assignment. This Agreement shall bind, and inure to the benefit of, the Parties’ respective representatives, heirs, successors, and assigns, including any future owners of TMS. 18. Severability. Should any provision of this Agreement be deemed to be invalid, void, voidable, or otherwise unenforceable under law by a court of competent jurisdiction, then such section shall be severed from the Agreement with all remaining provisions retaining their full force and effectiveness hereunder. 19. Governing Law, Venue and Cost in Enforcing this Agreement. This Agreement and its construction, interpretation, and enforcement and the rights of the Parties hereto shall be determined under, governed by, and construed in accordance with the laws of the State of Oklahoma, without regard to principles of conflict of law. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be taken in a court of competent jurisdiction in Tulsa County, Oklahoma. In any action to enforce the terms of this Agreement or for breach of this Agreement, the prevailing Party shall be entitled to an award of all costs and attorneys’ fees incurred, from any non-prevailing Party. 20. Additional Documents and Action. Each Party agrees to execute or cause their respective counsel to execute on their behalf any additional documents and to take any further action that may be reasonably required to consummate this Agreement or otherwise fulfill the obligations of the Parties under this Agreement. Each Party is to bear their own respective costs and attorneys’ fees resulting from any such additional action. 21. Notice. Any communications, notices or demands under this Agreement are to be in writing and shall be considered to have been given when delivered personally, or when sent by overnight courier and electronic mail to the other Party at such Party’s address. Notice shall be sent to the following addresses: Travis Carl Provaznik Amber Gail Provaznik The Amber Gail Provaznik Revocable Trust dated March 6, 2018 Custom Case Pros, LLC 56650 Hazel Dell Rd. Prague, OK 74864 [email protected] [email protected] Heather Evans Taylor Thomas Clarke Taylor The Thomas Clarke Taylor Revocable Trust dated April 19, 2013 Technical Marketing Systems, Inc. 5410 E 101st Pl. S. Bixby, OK 74008 [email protected] [email protected] 22. Jointly Drafted. This Agreement has been reviewed by counsel for all Parties, or all Parties have had the opportunity to seek counsel. Each of the Parties, and their respective legal counsel, have participated in the drafting and negotiation of this Agreement, and this Agreement shall be deemed to have been jointly drafted by the Parties for purposes of applying any rule of contract construction. 23. Headings. The headings in this Agreement are included herein for convenience only and shall not affect the interpretation of this Agreement. 24. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, and all such counterparts so executed shall together be deemed to constitute one final agreement as if one document had been signed by all Parties. [Signature Pages to Follow] Agreed to by: Thomas Clarke Taylor, individually and as Trustee of the Thomas Clarke Taylor, Revocable Trust, dated April 19, 2013 Thomas Clarke Taylor, as President, representative and authorized agent of Technical Marketing Systems, Inc., an Oklahoma corporation Heather Evans Taylor Subscribed and sworn to before me by each of the above this 28th of February, 2025. Notary Public My commission no. 23011568 My commission expires: 8/25/27 Agreed to by: Amber Gail Provaznik, individually and as Trustee of the Amber Gail Provaznik Revocable Trust dated March 6, 2018 Travis Carl Provaznik, an individual Amber Gail Provaznik, as member, representative and authorized agent of Custom Case Pros, LLC, an Oklahoma limited liability company Notary Public My commission no. 24015526 My commission expires: 12-30-2028