SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (“Agreement”) is entered into as of November 1, 2018 (“Effective Date”) by and among Josh Mc] aurin (“McLaurin”) and Georgia Republican. Party, Inc. (“Georgia GOP”) (each a “Party” and collectively, “Parties”). WHEREAS, on or about the dates of October 6, 2018 and October 12, 2018, the Georgia GOP sent political mailers to voters in House District 51 claiming that McLaurin is under criminal investigation for alleged violations of O.C.G.A. §§ 21-2-561 and 21-2-565; ‘WHEREAS, a complaint was filed on May 21, 2018 with the Office of the Secretary of State Elections Division regarding alleged violations of O.C.G.A. §§ 21-2-561 and 21-2-565 by McLaurin (SEB2018-013) and suck complaint remains open as of the Effective Date; WHEREAS, the Georgia GOP contends these mailers are not defamatory and were in furtherance of its free speech rights; WHEREAS, McLaurin contends these mailers are false and defamatory and thus fail ‘outside the bounds of permissible speech; WHEREAS, on October 16, 2018, McLaurin initiated an action against the Georgia GOP by filing a complaint in the State Court of Fulton County, Civil Action No. 18EV00S010, alleging that the political mailers falsely defamed him (“State Court Action”); WHEREAS, an or about October 18, 2018, the Georgia GOP sent an additional political mailer to voters in House District 51 again claiming that McLaurin was under criminal investigation (all three political mailers collectively referred to herein as “October political mailers”); WHEREAS, the Georgia GOP denies all liability in connection with the State Court Action; WHEREAS, the Georgia GOP contends that the State Court Action violates Georgia's anti-SLAPP statute; WHEREAS, McLaurin maintains the truth of his claims in the State Court Action; WHEREAS, McLaurin disagrees that the State Court Action is violative of Georgia’s anti-SLAPP statute; WHEREAS, without changing their positions on the existence of fault or liability in the State Court Action, the Parties now desire to resolve all claims with respect to the political ‘mailers in order to avoid further time, expense, and the inconvenience of litigation; and NOW, THEREFORE, the Parties, in consideration of the mutual covenants contained herein, hereby agree as follows:1. Georgia GOP agrees that it will not make any further statements claiming ‘that McLaurin is under criminal investigation. The Georgia GOP agrees that it will not send cr otherwise distribute political mailers to voters claiming that McLaurin is under criminal investigation. The Georgia GOP represents and warrants that after the initial distribution of the ‘October political mailers, it has not initiated any re-orders or re-distribution of such mailers. The Georgia GOP represents and warrants that as of October 26, 2018, it has no political mailers referencing a criminal investigation of McLaurin in the processing or distribution processes, but acknowledges that some copies of the October political mailers may still be moving through the mail system. The Georgia GOP agrees that it shall not pay, assist, or participate in the making of political advertisements or the issuance of any press statements claiming that McLaurin is under criminal investigation. The Georgia GOP represents and warrants that as of October 26, 2018, it ‘has not paid for, assisted in, or participated in the preparation of political advertisements or press statements for later distribution claiming that McLaurin is under criminal investigation. 2. Dismissal and end of State Court Action. McLaurin agrees to execute and file a dismissal with prejudice of the State Court Action within one day of the receipt ofthe execution of this Agreement by the Georgia GOP. The Georgia GOP agrees that it will not file a claim against McLaurin for violating Georgia’s anti-SLAPP statute or any other motion for allegedly sanctionable conduct against McLaurin in the State Court Action. Each Party shall bear his or its own expenses of litigation. 3. Release of Claims. McLaurin, individually and on behalf of his heirs, agents, attorneys, representatives, executors, trustees, administrators, successors, and assigns (“McLaurin Parties”) fully, irmevocably, and unconditionally covenants not to sue and releases the Georgia GOP, and any parents or affiliated entities, agents, attorneys, representatives, trustees, administrators, successors, and assigns (“Georgia GOP Parties"), fiom any and all claims, demands, suits, causes of action, and liabilities whether known or unknown, asserted or unasserted, direct or indirect, at Jaw or in equity, that any of the McLaurin Parties have or may have against the Georgia GOP Parties as of the Effective Date related in any way to the State Court Action. b. The Georgia GOP Parties fully, irevocably, and unconditionally covenant not to sue and release the McLaurin Parties from any and all claims, demands, suits, causes of action, and liabilities whether known or unknown, asserted or unasserted, direct or indirect, at Jaw or in equity, that any of the Georgia GOP Parties have or may have against the MeL aurin Parties as of the Effective Date related in any way to the State Court Action. 4. Advice of Counsel. The Parties’ counsel have reviewed this Agreement and have advised the Parties concerning execution of this Agreement. 5. Entire Agreement and Acknowledgement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior oral or written communications, agreements, or understandings between the Parties regarding the same subject matter or the relationship between the Parties. This Agreement may not be amended, modified, or terminated, in whole or in part, except by an instrument in writing duly executed by the Parties or their authorized representatives. 26 Authority. McLaurin and the Georgia GOP each represent and warrant that they have full power, authority, and capacity to make the commitments in this Agreement and to execute this Agreement. 7. Notices. Ali notices and other communications under this Agreement shall be delivered both by email to the email addresses indicated below and by Federal Express or a similar reputable overnight courier to the physical addresses indicated below. All notices and communications shall be deemed delivered upon deposit with any such courier service and shall be addressed as follows: Notice to McLaurin Stacey Godfrey Evans, Esq. Evans Law, LLC 750 Piedmont Avenue, NE Atlanta, GA 30308 stacey@sgevanslaw.com Notice to Georgia GOP Richard Robbins, Esq. Vincent Russo, Esq. Robbins Ross Alloy Belinfante Littlefield LLC 500 L4th Street, NW Atlanta, GA 30318 mobbins@robbinsfirm.com ‘russo@robbinsfirm.com 8. Waiver. The waiver by one party of any provision or breach of this Agreement shall not be deemed a waiver of any other provision or breach of this Agreement. 9. Severability. Ifa court holds any provision of this Agreement unenforceable, ‘that provision shall be fully severable, and this Agreement and its terms shall be construed and enforced as if the unenforceable provision had never been a part of the Agreement. Under these circumstances, the remaining provisions of the Agreement shall remain in full force and effect. 10. _ Construction. This Agreement has been reviewed by McLaurin, McLaurin’s counsel, the Georgia GOP, and the Georgia GOP’s counsel, and each has had full and fair opportunity to negotiate the contents of this Agreement and participate in its drafting. Accordingly, McLaurin and the Georgia GOP each waive any common law or statutory rule of construction that ambiguity should be construed against or in favor of any party to this ‘Agreement. 1. Counterparts. The Parties and their counsel may execute this Agreement in multiple counterparts and by facsimile or electronic signature, including pdf signature sent via email, all of which when taken together shall be construed and enforceable as the Agreement.