CRIMINAL ENFORCEMENT AGREEMENT The United States Attorney's Office for the Northern District of Ohio ("NDOH") and The Cannon Corporation and its Subsidiaries ("Company"), by its undersigned representatives, and pursuant to authority granted by the Company's Board of Directors, enter into this Criminal Enforcement Agreement (the "Agreement"). The terms and conditions of this Agreement are as follows: Criminal Information and Acceptance of Responsibility 1. In consideration of the Company 's: (i) acceptance of responsibility for and voluntary remediation of the Company's conduct as set forth in the attached Statement of Facts; (ii) cooperation with the NDOH and the investigating agencies as described below; (iii) voluntary implementation of a significant and robust compliance program; (iv) description of the impact of filing a charging instrument on innocent Company employees, shareholders, pensioners, and the Western New York and greater-Buffalo, New York community; (v) agreement to pay a financial penalty as described below; and (vi) agreement to otherwise comply with all the terms of this Agreement; the NDOH will not criminally prosecute the Company for any offenses set forth in the Criminal Information (Attached hereto at Attachment A and hereinafter ("Criminal Information")) or set forth in the Statement of Facts (Attached hereto at Attachment B and hereinafter ("Statement of Facts")). 2. The Company acknowledges and understands that, in the event of a breach of this Agreement (as defined below), the NDOH is prepared to file in the United States District Court for the Northern District of Ohio the Criminal Information, which charges the Company with various offenses. In so doing, the Company: (a) knowingly waives its right to indictment as to these charges as well as all rights to a speedy trial pursuant to the Fifth and Sixth Amendments to the United States Constitution, Title 18, United States Code, Section 3161 , and Federal Rule of Criminal Procedure 48(b ); and (b) knowingly waives, for purposes of this Agreement and any charges by the NDOH arising out of the conduct described in the Statement of Facts and incorporated by reference into this Agreement, any objection with respect to venue or defense of statute of limitations, and in the event of breach as defined below, further consents to the filing of the Criminal Information, as provided under the terms of this Agreement, in the United States District Court for the Northern District of Ohio. 3. The Company admits, accepts, and acknowledges that it is legally responsible for the acts alleged in the Criminal Information and as set forth in the Statement of Facts, and that the NDOH could prove the allegations in the Criminal Information and the facts set forth in the Statement of Facts beyond a reasonable doubt. The Company further agrees that, if it breaches this Agreement, the Statement of Facts will be admissible at trial under Federal Rule of Evidence 801 (d)(2). In addition, the Company will not elicit at trial any testimony, exhibits, or other evidence that are in any way inconsistent with the Statement of Facts. The facts within the Statement of Facts and Criminal Information are taken exclusively from the indictment of United States v. Farmer, Docket No. 14CR362 (U.S.D.C ., N.D. Oh.), and were adduced at the trial of that indictment in the United States District Court, Northern District of Ohio (Eastern Division). 4. Should the NDOH ultimately pursue the prosecution of the Company based upon the Company's breach of this Agreement as provided herein, the Company agrees that it will neither contest the admissibility of nor contradict the Statement of Facts in any such proceeding, including without limitation any pretrial proceeding, trial, guilty plea, or sentencing proceeding. Moreover, in the event of a breach of this Agreement as provided herein, the NDOH will have the right to file the Criminal Information, and the Company agrees not to contest the allegations in the Criminal Information. As used in the previous sentence, the term "breach" shall be a breach as determined using the provisions in the "Breach of the Agreement" portion of this Agreement, described, defined, and delineated below. Term of the Agreement 5. This document is effective on the date on which the last party to this agreement signed. ("Effective date. "). 6. The Company's obligations under this Agreement will continue for a period beginning on the Effective date and, except as otherwise set forth within specific sections of this Agreement, the Company' s obligations shall end on January 31, 2022 (the "Term"). If the Company satisfies its financial obligations earlier than January 31, 2022, except as otherwise set forth within specific sections of this Agreement, the Company's obligations shall end on the date of the last payment or three (3) years after the Effective date, whichever is later. 7. The Company agrees that, in the event it is determined, pursuant to the provisions of this Agreement defining and discussing breach, that the Company has breached any provision of this Agreement, an extension or extensions of the Term of the Agreement may be imposed by the NDOH, in its sole discretion, for a total additional time period of five (5) 2 J y years, without prejudice to the NDOH ' s right to proceed with a prosecution. Any extension of the Agreement extends all terms of this Agreement by the same term of extension. Relevant Considerations 8. The NDOH enters into this Agreement based on the individual facts and circumstances presented by this case and the Company. Among the circumstances considered were the following: (a) The Company has accepted responsibility for the acts set forth in the Statement of Facts and Criminal Infomrntion and has agreed to cooperate fully with the investigation being conducted by the NDOH, Federal Bureau oflnvestigation, and United States Department of Veterans Affairs, Office of the Inspector General (collectively "Federal Law Enforcement"); (b) The Company cooperated in the investigation and prosecution of Mark S. Farmer, including by preserving and disclosing essential evidence, providing documents and information needed as evidence during the trial and after the trial related to Farmer's destruction of certain electronic documents, bringing relevant documents to the attention of Federal Law Enforcement, and by facilitating the cooperation of witnesses and testimony for the Fam1er trial. (c) The Company promptly engaged in significant and ongoing remediation efforts, including those listed at Attachment D. (d) Based on the Company's description set forth in Attachment C, there are potential, unintended collateral consequences of the filing of a criminal charging instrument upon the Company's innocent employees and pensioners, as well as the citizens of the Western District of New York and the greater-Buffalo, New York community. Remediation and Divestiture 9. In lieu of the NDOH instituting the criminal forfeiture provisions of the attached Criminal Information, the Company agrees : (a) The Company has divested and will continue to divest itself of involvement in the design of a VA West Los Angeles project, which the VA awarded to the Cannon Design+ Leo A Daly joint venture (the "Joint Venture") under VA contract VAIOlF13-C-0058 ("the Contract"). More specifically, prior to the Effective date, the Company voluntarily reached an agreement with its joint venture partner on the 3 ' '\/.' I ,.__./ Contract to divest itself from the Contract and transfer its entire interest and all assets in the Joint Venture, such that the Company is entirely divested of any interest or assets in the Contract and Joint Venture. The Company agrees that this divestiture will be completed prior to the Effective date. The agreement between the Company and its joint venture partner provides for the Company to receive $550,000 as partial repayment of the costs the Company incurred on behalf of the Joint Venture prior to divestment (hereinafter "the joint venture repayment"), and the payment of the $550,000 joint venture repayment from the joint venture partner to the Company is to be made upon funding of later stages of the Contract or the West LA Project described below. In addition, prior to divestment, the Company previously earned $2,447, 167 in gross fees payable for work performed in the first phase of the West LA Project for prior work already performed by the Company. Because the $12,000,000 monetary penalty set forth below contemplated these payments, nothing in this Agreement requires the Company to repay, forfeit, or divest itself of the gross fees previously earned for work already performed or the $550,000 joint venture repayment. (b) The Company, any parent, predecessor, successor, division, affiliate, or subsidiary (whether wholly owned or not) of the Company; any joint venture to which the Company is or was a party; or any entity in which the Company has an interest (collectively "Cannon") shall not participate or seek to participate in any business related to the West Los Angeles Veterans Affairs project number 691-408 or on any portion thereof (i .e. studies, design, construction). This includes, but is not limited to, VA contract number V AIOI F- l 3-C-0058, the hospital tower, central utility plant, all clinics, utilities, infrastructure, parking, site preparation, third party land use agreements (including leases, licenses, permits and easements), environmental due diligence, remediation, or abatement, master plan support, or site development. (hereinafter "West LA Project"). (c) Cannon's prohibition on participating and seeking to participate on the West LA Project shall include, but is not limited to the following : • Having or seeking to have any financial interest in any aspect of the West LA Project; • Receiving or seeking to recei ve any fees , money, compensation, or anything of value related to the West LA Project (except as described in paragraph 9(a)); 4 / • Acting or seeking to act as a prime contractor, sub-contractor, tertiary contractor, or through any other contract, agreement, or arrangement with VA or any other third parties; • Providing or seeking to provide any services to any parties performing work on the West LA Project, including contractors, sub-contractors, agents, or their affiliates; • Serving or seeking to serve as part of a design build team; • Participating or seeking to participate in any public, private planning effort; • Providing or seeking to provide sub-consulting services; • Lending or seeking to lend staff to other entities to work on the West LA Project; • Selling or seeking to sell project work products or follow-on products gained from the West LA Project; • Providing or seeking to provide training, marketing, support services, or proposal review services; • Providing or seeking to provide advisory services to consultants, subconsultants, vendors, or concessionaires; • Providing or seeking to provide support services to legal teams against the government; • Taking payment for any publications, articles, books, software, or electronic media development linked to the West LA Project; • Performing or seeking to perform any work pursuant to an IDIQ for the West LA Project; and • Performing or seeking to perfo1m any work related to a Non-Recurring Maintenance ("NRM") project for the West LA Project. 10. The Company expressly agrees that if it is dete1mined, pursuant to the procedures set forth herein related to breach of this Agreement, the Company or Cannon violated these provisions in Paragraph 9, in addition to the provisions related to a general breach of this ,, I I \ . .-, )/ // / '-.......-·' 5 ) Agreement, the Company shall forfeit to the United States the full amount of any money, fee, compensation, or thing of va lue received, irrespective of the Company's costs or profits related to that work and irrespective of whether the Company or Cannon received the proceeds from the project. For example, if the Company were to receive a $1 million payment for working as a consultant on a West LA Project, the Company shall forfeit to the United States $1 million. The Company waives any right to seek an offset or credit for costs associated with performing the work. As a second example, if the Company's subsidiary received the same $1 million payment, the Company shall forfeit to the United States $1 million. Nothing in this paragraph or this Agreement requires the Company to return monies described in Paragraph 9(a). Should it be determined that the Company has breached the provision prohibiting receipt of any money, fee, compensation, or thing of value such that forfeiture is owed by the Company, the Company shall have sixty (60) days to make payment to the United States. The Company is expressly waiving any right to appeal or to present any legal claim challenging the forfeiture under this provision with any Court. 11. Notwithstanding any other provision in this Agreement, the provisions in Paragraphs 9 and 10 governing the Company's participation on the West LA Project shall remain in effect for a period of ten (10) years measured from the Effective date. Cooperation 12. Within sixty (60) days of the Effective date, the Company will disclose to Federal Law Enforcement all additional evidence and information regarding criminal violations of United States law on the part of its emplo yees, agents, or contractors (former and current) presently known to the Company, or shall advise the NDOH that it has previously disclosed all evidence of criminal violations of United States law and has no additional evidence of violations. This tern1 shall not be construed to require the Company to waive any applicable privilege. 13. Upon request of Federal Law Enforcement, the Company shall designate knowledgeable employees, agents, or attorneys to provide to Federal Law Enforcement the information and documents relevant to a Federal Law Enforcement investigation. The Company will provide such information and documents at the Company's expense. It is further understood that the Company must at all times provide complete, truthful, and accurate information. Nothing in this Agreement shall be construed to require the Company to waive any applicable privilege. 14. With respect to any issue relevant to an investigation by Federal Law Enforcement, the Company shall use its best efforts to make available for interviews or testimony, as ) I YI ~ 6 requested by Federal Law Enforcement, present or former directors, officers, employees, agents, or consultants of the Company. This obligation includes, but is not limited to, sworn testimony before a federal grand jury or in federal trials, as well as interviews with Federal Law Enforcement. Cooperation under this Paragraph will include identification of witnesses who, to the knowledge of the Company, may have material information regarding the matters under investigation. 15. Notwithstanding any other provisions of this Agreement, the Company agrees that its obligations to cooperate with an investigation by Federal Law Enforcement will continue until the later of: (a) a period of three (3) years from the Effective date; or (b) the date upon which all prosecutions and appeals arising out of, or relating in any way to, the conduct described in the Criminal lnfonnation, the Statement of Facts or the information disclosed in Paragraph 12 are finally concluded. 16. Notwithstanding anything herein to the contrary, the Company's obligation to cooperate under this Agreement does not extend to any information or material covered by a valid claim of privilege. Corporate Compliance, Ethics, and Internal Controls 17. As discussed in Attachment D, the Company has made and continues to make companywide revisions and enhancements to its compliance program, internal controls, and policies and procedures. The Company represents that it is undertaking, and will continue to undertake in the future, in a manner consistent with all of its obligations under this Agreement, a review of its existing compliance program, internal controls, and policies and procedures relating to government contracts. Where necessary and appropriate, the Company will adopt new or modify existing internal controls, policies, and procedures in order to ensure that the Company maintains a rigorous compliance code, standards, and procedures designed to detect and deter fraud. 18. In lieu of an independent monitor, which will not be required under this Agreement, the Company agrees to submit to the NDOH any financial records or documents requested to allow the NDOH to audit the Company ' s compliance with the terms of this Agreement, including the Company's agreement with respect to the West LA Project. Notwithstanding any other provision, the terms of this paragraph shall run for a period of ten years from the Effective date. 7 19. The implementation of these measures shall not be construed in any future enforcement proceeding initiated by the NDOH or any federal , state, or local law enforcement as providing immunity or amnesty for any crimes not disclosed to Federal Law Enforcement as of the date of signing of this Agreement for which the Company would otherwise be responsible. Payment of Monetarv Penalty 20. The NDOH and the Company agree on the following calculation of the United States Sentencing Guidelines ("USSG" or "Sentencing Guidelines"), using the 2014 Guidelines Manual, is binding for purposes of this Agreement only: 12 2 12 Base Offense Level More than one Bribe Value of the Benefit Confe1Ted to Cannon, calculated using the earned profits to date on the West LA Project, $378,939.88 High Level Government Official TOT AL OFFENSE LEVEL Culpability Score Base Level The organization had 200 or more employees and an individual within high-level personnel of the organization participated in, condoned, or was willfully ignorant of the offense Acceptance of Responsibility Culpability Score Multiplier FINE Base Fine Multiplier 4 § 2Cl.l(a)(l) §2Cl. l(b)(l) §2Cl. l(b)(2) & §2Bl. l(b)(l)(5) §2Cl. l(b)(3) 30 5 8C2.5(a) 3 8C2.5(b )(3)(A)(i) -2 6 1.2 to 2.4 $10,500,000 $12,500,000 to $25 ,200,000 8C2.5(g) 8C2.4 (d) 21. The NDOH and the Company agree that a slight variance in this case is appropriate and warranted, and that a monetary penalty in the amount of twelve million dollars ($12,000,000) is sufficient, but not greater than necessary, to achieve the goals of punishment, deterrence, and promotion of respect for the law. The Company agrees to pay a monetary penalty in the amount of twelve million dollars ($12,000,000) to the United States according to the schedule set forth below. The NDOH agrees that a 8 () __,/ downward variance from the Guidelines Range is necessary and appropriate given the following facts: (a) the Company's willingness prior to entry into this Agreement to voluntarily forego any VA work in connection with the West LA Project for a period of 10 years, as set forth in paragraphs 9 and 10, above; (b) the Company's substantial, signifi cant, and robust remediation and compliance efforts; (c) the significant Company sums spent on compliance programs and enforcement to date; and (d) the collateral consequences to the innocent employees and pensioners of the Company, and the innocent citizens of the greater-Buffalo, New York area, as set forth more fully in Attachment C. 22. The Company shall pay a monetary penalty to the United States in the amount of twelve million dollars ($12,000,000) by electronic funds transfer pursuant to written instructions to be provided by the NDOH, pursuant to the schedule set forth below. (i) $500,000 no later than January 31, 20 17; (ii) $1,000,000 no later than .January 31, 20 18; (iv) $1,500,000 no later than January 31, 20 19; (v) $3,000,000 no later than January 31 , 2020; (vi) $3,000,000 no later than January 31, 202 1; and (vii) $3,000,000 no later than January 31, 2022. 23. The $12,000,000 penalty is final and shall not be refunded under any circumstance. Furthermore, nothing in this Agreement shall be deemed an agreement by the NDOH that $12,000,000 is the maximum penalty that may be imposed in any future prosecution based upon a breach of this Agreement, and the NDOH is not precluded from arguing in any such future prosecution that the Court should impose a higher fine (and the Company is not precluded from arguing that a lower fine is appropriate). The Company acknowledges that no tax deduction may be sought in connection with the payment of any part of this penalty. The Company agrees not to seek discharge of this financial obligation, in whole or in part, in any present or future bankruptcy proceeding. 24. The parties agree that there is no restitution owed for the conduct described in this Agreement, the Statement of Facts, and Criminal Information. 9 Criminal Enforcement Resolution 25. In consideration of: (a) the factors set forth in Paragraph 21 (a)-( d) above; (b) the past and future cooperation of the Company described in Paragraphs 12-16 above; (c) the Company's commitment to implementation and maintenance of enhanced compliance measures, policies and procedures, and internal controls set forth in Attachment D; (d) the Company's payment of a monetary penalty of $12 million; and subject to the Company's full compliance with the terms of this Agreement, the NDOH agrees not to criminally prosecute the Company for crimes set forth in the attached Criminal Information or set forth in the attached Statement of Facts. 26. Notwithstanding paragraph 25, the NDOH, may use any information related to the conduct described in the Statement of Facts against the Company: (a) (b) (c) (d) in a prosecution in a prosecution in a prosecution in a prosecution for pe1jury or obstruction of justice; for making a false statement; or other proceeding relating to any crime of violence; or of others . In addition: (a)This Agreement does not provide any protection against prosecution for any future conduct by the Company; and (b)This Agreement does not provide any protection against prosecution of any present or former officer, director, employee, shareholder, agent, consultant, contractor, or subcontractor of the Company for any past or future violations of federal law committed by them . Breach of the Agreement 27. If, during the Term of this Agreement, the NDOH determines that the Company has breached the Agreement by: 10 (a) committing any crime under federal law subsequent to the signing of this Agreement; (b) knowingly and intentionally providing, in connection with this Agreement, materially false, incomplete, or misleading information; or (c) otherwise failing specifically to perform or to fulfill completely each and every one of the Company's obligations under the Agreement, the Company shall thereafter be subject to prosecution for any federal criminal violation of which the NDOH has knowledge. Any such prosecution may be premised on any information provided by the Company. Any such prosecution that is not time-barred by the applicable statute of limitations on the Effective date may be commenced against the Company notwithstanding the expiration of the statute of limitations between the Effective date of this Agreement and the date that the NDOH learned of the breach plus two years. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any prosecution that is not time-barred on the Effective date shall be tolled from the Effective date through two years after the date on which the NDOH provided written notice of the breach to the Company (the "Tolling Period"). Additionally, by signing this Agreement, the Company waives its rights to a speedy trial pursuant to the Fifth and Sixth Amendments to the United States Constitution, Title 18, United States Code, Section 3161, and Federal Rule of Criminal Procedure 48(b ), during the Tolling Period. 28. The NDOH agrees to provide the Company with written notice of any alleged breach. For any alleged non-monetary breach (meaning, any alleged breach other than a breach related to the payments the Company is to make), the Company shall have forty-five (45) days from receipt of written notice to respond to the NDOH in writing or by presentation to explain the nature and circumstances of an alleged breach or to explain that no breach has occurred, as well as any actions the Company has taken to address and remediate the situation, which explanation the NDOH shall consider in determining whether to exercise any of the NDOH's remedies set forth in this Agreement. For any alleged monetary breach (meaning, an alleged breach related to the Company's payment obligations under this Agreement), the Company shall have the opportunity to respond to NDOH (within the timeline set forth in the NDOH 's written notice) in writing or by presentation to explain the nature and circumstances of an alleged breach or to explain that no breach has occurred, as well as any actions the Company has taken to address and remediate the situation, which explanation NDOH shall consider in determining whether to exercise any ofNDOH's remedies set forth in this Agreement. 29. The NDOH will consider any written materials provided by the Company and any presentation made by the Company, and then shall render a written determination 11 I] i __,,,; whether the Company has breached the agreement and, if so, whether the remedies for breach set forth in this Agreement should be implemented. 30. The Company agrees that it is within NDOH' s sole discretion to choose, in the event of a breach, any or all available remedies, and the Company further agrees that it cannot and will not seek review by any court of the exercise of NDOH's discretion under this Agreement. 31. In the event that NDOH determines that the Company has breached the Agreement: (a) all statements made by or on behalf of the Company to Federal Law Enforcement, including but not limited to the Statement of Facts, or any testimony given by the Company or by any agent of the Company before a grand jury, or elsewhere, whether before or after the Effective date, and any leads derived from such statements or testimony, shall be admissible in evidence in any and all criminal proceedings brought by NDOH against the Company; and (b) the Company shall not assert any claim under the United States Constitution, Rule 1 l(f) of the Federal Rules of Criminal Procedure, Rule 410 of the Federal Rules of Evidence, or any other federal rule, decision or authority, that statements made by or on behalf of the Company prior or subsequent to this Agreement, or any leads derived therefrom, should be suppressed or otherwise excluded from evidence. 32. The Company ' s obligation to pay the monetary penalty in accordance with paragraph 22 of this Agreement shall remain in effect even if the NDOH determines that the Company has breached the Agreement and the NDOH initiates a criminal prosecution of the Company. 33. The Company has provided financial information to the NDOH within Attachment C to demonstrate collateral consequences that would result in undue financial hardship to innocent third parties and the citizens of the Western District of New York should a prosecution ensue or should the Court impose any greater financial penalty than that contemplated herein. The Company has provided this information as its best estimate of these potential consequences in light of the information available to the Company. The Company understands that the NDOH entered this agreement in reliance on the factual representations in Attachment C. Any knowing and intentional inclusion of any false or misleading statement or material omission contained in Attachment C will be considered a breach of this agreement and could result in prosecution of the Company for perjury or false statement, as well as any federal criminal violation of which the NDOH has knowledge, including but not limited to those charges set forth in the Criminal (J 12 Information. The Company agrees that should the NDOH discover any false or misleading statement or material omission on Attachment C, subject to the provisions for determination of a breach set forth above, in the event that it is determined that the Company has knowingly and intentionally provided false or misleading information within Attachment C in breach of this paragraph, the Company agrees that a downward variance from the Guidelines range would no longer be appropriate. The Company and the NDOH agree that in the event of breach of this paragraph as adjudicated using the procedures set forth above, the Guidelines-based monetary penalty should be increased to fifteen million dollars ($15,000,000), instead of the twelve million dollar ($12,000,000) penalty contemplated herein. Although the Company will be credited for any payments toward the $12,000,000 penalty that have been made as of the date of any breach of this paragraph, the Company waives any right to object to, oppose or otherwise contest the applicability of a $15,000,000 penalty in the event of breach of this paragraph. The Company is required to pay the additional $3,000,000 in penalty fully within three (3) years from the date of a final written detennination of the breach of this paragraph or by January 31 , 2022, whichever is earlier. Sale or Merger of the Companv 34. This Agreement is binding on the Company's successors, transferees, heirs, and assignees . The Company agrees that in the event it sells, merges, or transfers all or substantially all of its business operations as they exist as of the Effective date, whether such sale is structured as a stock or asset sale, merger, or transfer, it shall include in any contract for sale, merger, or transfer a provision binding the purchaser, or any successor in interest thereto, to the obligations described in this Agreement. All references to and obligations of the "Company" in this agreement, shall be binding on such purchaser or successor. Public Statements by the Company and the NDOH 35. The Company expressly agrees that it shall not, through present or future attorneys, officers, directors, employees, agents, or any other person authorized to speak for the Company, make any public statement, in litigation or otherwise, contradicting the acceptance of responsibility by the Company set forth in this Agreement or the Statement of Facts. This obligation does not expire when the Term of this Agreement expires. Any such contradictory statement shall constitute a breach of this Agreement. The decision whether any public statement by any such authorized person contradicting a fact contained the Statement of Facts will be imputed to the Company for the purpose of determining whether it has breached this Agreement shall be determined as set forth in the breach provisions above. If the NDOH determined that a public statement by any 13 such person contradicts in whole or in part a statement contained in the Statement of Facts, NDOH shall so notify the Company, and the Company may avoid a breach of this Agreement by publicly repudiating such statement(s) within one (1) business day after notification. 36. To the extent that the Company made prior statements, allegations, or factual assertions prior to the date the parties enter into this Agreement, the facts as set forth in the Statement of Facts, Criminal Information, and this Agreement supersede all such prior statements, allegations, or factual assertions. 37. The NDOH and the Company agree that each may disclose this Agreement and all attachments to the public . Limitations on Binding Effect of Agreement 38. This Agreement is binding on the Company and the NDOH but specifically does not bind any other federal agencies, or any state, local, or foreign law enforcement or regulatory agencies, or any other government authorities. 39. The exclusive jurisdiction and venue for any dispute related to this Agreement is the United States District Court for the Northern District of Ohio, Eastern Division. For purposes of construing this Agreement, the Agreement shall be deemed to have been drafted by all Parties to this Agreement and shall not, therefore, be constructed against any Party for that reason in any subsequent dispute. 40. Any notice to the NDOH under this Agreement shall be given by personal delivery, overnight delivery by a recognized delivery service, or registered or certified mail, addressed to The United States Attorney for the Northern District of Ohio, c/o Ann C. Rowland, Chief, Major Fraud and Corruption Unit, 801 West Superior Avenue, Suite 400, Cleveland, Ohio 44113, or to any successor counsel the NDOH may designate. Any notice to the Company under this Agreement shall be given by personal delivery, overnight delivery by a recognized delivery service, or registered or certified mail, addressed to Connors LLP, through its counsel, Terrence M. Connors, Esq. and James W. Grable, Jr., Esq. , or to any successor counsel Connors LLP may designate. 41. Notice shall be effective upon actual receipt by the NDOH or the Company. 14 0 Corporate Resolution 42. The Company shall cause to be delivered to the NDOH a Corporate Resolution authorizing the execution and delivery of this Agreement, including all of the documents required to be delivered in connection herewith. Complete Agreement 43. This Agreement sets forth all the terms of the agreement between the Company and the NDOH, and supersedes any and all p1ior agreements or understandings. No amendments, modifications, or additions to this Agreement shall be valid unless they are in writing and signed by the NDOH, the attorneys for the Company and a duly authorized representative of the Company. Signatures 44. I have read this entire agreement and have discussed it with my attorneys. I have initialed each page of the agreement to signify that I understand and approve the visions on that page. I am entering this agreement voluntarily and of my own free ~1 ON DESIGN By: !?Au L ftr Date /rJ 0 ." k It L Printed Name of Authorized Signatory 45. Defense Counsel: I have read this agreement and concur in the Company entering into the agreement. I have explained this agreement to the Company, and to the best of my knowledge and belief, the Company understands the agreement. Terrence M. Connors Counsel for Cannon Design Date 15 I accept and agree to this agreement on behalf of the United States Attorney for the Northern District of Ohio.